The First Few Weeks
by James7912b
Summary: In the aftermath of the Plunder and Lightning Incident, Kit begins to adjust to life at Higher for Hire, but just how easy will his adjustment be? Feel free to read and review. Competed!
1. A Tie, a Hearing, a Mummy, and a Party

**A tie, a Hearing, a Mummy, and a Party** _  
_

_"Children make your life important"-Erma Bombeck_

Kit Cloudkicker watched his reflection fumble with the tie that he was attempting to work into a full Windsor. The 12 year old, brown bear cub was dressed in a blue suit jacket as opposed to his usual green sweater. He wasn't one to dress up. Dressing up was for special occasions. However, today was a special occasion: He had a Ten O'clock appointment at the Cape Suzette Courthouse where he would be the subject of a hearing that could possibly grant his good friend Baloo, his 'Papa Bear', temporary custody of him.

"Urgh," Kit said in disgust as he struggled with the tie, "How are people supposed to wear ties when they can't even tie them?"

"Having trouble with yer tie Lil Britches?" asked Baloo.

Kit saw the big gray bear's reflection in the mirror. Baloo had on a suit jacket and a fully tied tie.

"How'd you get your tie tied right Papa Bear?" asked Kit who added, "These thing should come with instructions!"

Baloo laughed and said, "See Lil Britches, the trick with ties is to get em' tied once and leave em' that way."

"Can you show me how to tie mine?" asked the cub.

"Would if I could, but can't so I won't" answered Baloo.

"You can't?" asked Kit incredulously.

"Naw never did learn how to tie one of these things," said the bear as he looked at the tie that hung around his neck.

"Wait a minute," Kit said dragging out the word 'wait', "You mean to tell me someone else tied it for you?"

"Sure did, Wildcat's a whizz with hands on stuff, ties included," said Baloo with a laugh.

A couple of minutes later Kit went outside and found Wildcat replacing the port side propeller on the _Sea Duck._

"Hey Wildcat, Baloo said you can tie ties," said Kit as he walked up to the aircraft.

The skinny lion peered down from the wing and said, "Oh hi Kit! You're looking real snazzy today. Got a hot date?"

"Naw, today's the day I go with Baloo and Miz Cunningham to the Court House," answered Kit.

"The Court House? That's a weird place for a hot date. .. or is it a cold date?" asked the mechanic.

Kit laughed and said, "No, we're going to the Court House so my guardianship stuff can get taken care of."

"Oh I see that's why you're wearing the suit. I'd go with you but the only suit I have is my birthday suit!" said the lion.

Kit laughed again, "Think you can help me tie my tie?"

Wildcat jumped down off the wing and proceeded to tie Kit's necktie in a flash. Kit was amazed as he watched the mechanic's hands tie the tie in a flurry of motion. "There ya go Kit, you're all tied up!"

Kit looked at the full Windsor around his neck and smiled, "Thanks Wildcat!"

While Kit was outside with Wildcat, Baloo was sitting down in his chair and wolfing down a piece of toast. The door opened and in walked his boss, Rebecca Cunningham and her 6 year old daughter Molly.

"Mmmm, something smells good," said Rebecca.

"It tastes good too," said Baloo, "Hiya Molly!"

"Hi Baloo," said the little honey colored girl who carried her favorite doll, Lucy, in her arms, "Where's Kit at?"

"He went outside to find Wildcat," answered Baloo.

"Molly honey, why don't you go and say hi to Kit and Wildcat?" said Rebecca.

"OK Mommy," said the little cub as she went out the door in search of her friends.

Rebecca smiled as she watched her pride and joy run off. Then she turned to Baloo and said, "So are you ready for today?"

Baloo's answer was unintelligible through the food in his mouth.

"Baloo don't talk with food in your mouth!" she snapped, "Were you born in a barn?"

Baloo swallowed and said, "Yeah, there was no room at the Inn."

Rebecca looked at the smiling pilot for a few seconds before she realized how his answer sounded. "That's about the most sacrilegious thing I've heard in years!"

The big grey bear laughed, "Get used to running a business in a man's world Beckers."

"Get used to having a _woman _running a man's business…and don't call me Beckers!" Rebecca said coldly.

What Rebecca said irked Baloo. It was only a couple of weeks ago that he had been the owner of what was then **Baloo's Air Service. **He was able to do as he pleased when he pleased. That had all changed with a chance encounter with Kit and the arrival of the business woman who had purchased his business after he had defaulted on his payments. A lot had happened to him and everyone else, since that time. He had come face to face with the infamous Air Pirate Don Karnage, rescued Rebecca and Molly from the Air Pirates, and had gone toe to toe with the pirates during their attack on Cape Suzette. In the space of two weeks the city of Cape Suzette had learned just how complacent it had become and Baloo had learned that there was more to life than just doing as he pleased…well maybe there was only a _little _more to life. Now Baloo was working under a no nonsense boss who was determined to succeed in a man's world and to top it all off, he was furthering his responsibilities by applying for guardianship of Kit. The spunky little cub and the happy-go-lucky bear had become all but inseparable since their paths collided…_literally collided. _Baloo smiled as he remembered the boy sliding across the floor of his friend Louie's place on his airfoil and slamming right into his stomach while he was busy singing. The boy was the one bright spot in the past two weeks of his life.

"What are you smiling at?" Rebecca asked.

"Just remembering the day I met Kit," answered the bear.

Rebecca smiled and realized just how quickly the boy had endeared himself to not just Baloo, but to herself and Molly. As a matter of fact she was even thinking of having Kit babysit Molly one of these days. "He's a good kid."

"Good kid? That kid is something!" said Baloo.

"I'm glad that you two got back together," Rebecca said referring to the brief period that they had believed that Kit had sold them out to Don Karnage. The boy had been very brave to put his life on the line in order to give them the opportunity to escape the pirates.

Baloo realized what Rebecca was getting at and he felt embarrassed that he had given up on Kit after he had seemingly betrayed them. That day had been one of the worse days in his life. He felt that the boy had been only out for himself and had actually turned on them. Baloo was in such a rage that he blew off the fact that Kit had unlocked their handcuffs which gave them the chance to make their escape. It was only when he heard Kit's voice over the radio during the attack on Cape Suzette that he realized that the boy had never double-crossed him.

_"Please tell Baloo, tell Papa Bear…I'm his navigator…always"_

Once he had heard those words, Baloo knew the boy had had the best intentions in his heart. Thinking of those words now, Baloo smiled with pride.

**"**That kid really is something!" Baloo said.

Rebecca laughed and said, "Well being his guardian comes with a lot of responsibilities."

"I know, but if I don't get this guardianship, then he'll get sent to an orphanage," said Baloo, "Do you think they'll let me be his legal guardian?"

"I don't see why not. Guardianships are a lot less hassle than a full out adoption and besides I don't think the judge and social service people are going to deny the man who saved Cape Suzette," Rebecca said, "And this could be good publicity for **Higher for Hire**."

"I still don't like that name," the bear groused.

"But you like the re-built plane," Rebecca said with a laugh.

"I love my plane," Baloo said.

"I'll let you get away with calling it yours," Rebecca said chidingly.

"She'll be mine again," Baloo said matter of factly.

"Hi Kit, hi Wildcat," said Molly as she skipped down the pier to the _Sea Duck _where her two friends were standing.

"Hiya Molly," said Kit cheerfully.

"Hi Miss Molly," said Wildcat.

"Wow Kit you're all dressed up!" said the little girl.

"Yeah, I kinda have to," said Kit as he looked down at himself in his suit jacket.

"I guess you're too dressed up to let me play tail-gunner," said the girl with a faux downcast look.

Kit smiled and crouched down, "I'm not dressed up too much!"

Molly jumped onto Kit's back and wrapped her arms around his neck, "Gunner to pilot, we've got air pirates at 1 O'clock!"

Kit took off trotting down the pier toward the Hire for Higher building with Molly making machine-gun noises as they went. Kit remembered the first time he had met Molly. It was the morning of his second day in Cape Suzette and Rebecca had just shown up with the deeds to the business and the _Sea Duck. _Kit's face had lit up as Molly had climbed in through the window. The boy was happily surprised with the arrival of the little girl and had let her jump onto his back and play tail-gunner. The two children had taken an immediate liking to one another, which was a fact that was noticed by Rebecca and Baloo. Kit could act more grown up than a typical 12 year old, but Molly had way of bringing out the kid in him. Having Molly around gave Kit a reason to act like a little kid again which was something that he had never really done since he had ran away from the orphanage two and a half years ago and for that fact he was secretly grateful to the girl.

Rebecca opened the door and saw her daughter coming down the pier, riding on Kit's back. She smiled at the sight of her daughter and her new friend and was pleased that the two kids had hit it off despite the 6 year age difference. _He really is a nice boy, he doesn't let his tough past stop him from enjoying life, I just hope he really feels welcome here, _she thought as the young cubs rushed passed her.

"Watch out Mommy, comin' through!" giggled her little girl.

"Now Molly you be a good girl for Wildcat while we're out," Rebecca said.

Kit stopped in front of Baloo's chair and leaned back, letting Molly slip onto the seat cushion. "There you go Molly," he said.

"Thanks Kit!" said the girl.

"You about ready to go Lil Britches?" Baloo asked.

"Yeah, we don't want to keep the judge waiting," said the cub.

Baloo, Kit, and Rebecca sat in a waiting room outside of the court room as they awaited their turn before the judge. With them was Rebecca's friend from college, Erin Fuchs. Erin was a newly minted attorney specializing in family law. The fox was more than happy to assist Rebecca in helping Baloo with Kit's guardianship.

"There should be no problem at all with this, especially given the fact that these guys are heroes," the lawyer said winking at Baloo and Kit.

"So you don't think Baloo being single will have any bearing on the judge's decision?" asked Rebecca.

"It might, but then again, I don't think the Social Services Department will want bad publicity by sending a hero to an orphanage," said Erin.

"You think us being heroes would've gotten us reward money," Baloo said.

"Where do you think I got the money to rebuild the _Sea Duck_? Besides the city needs to spend money on rebuilding the damages the pirates caused.

While the adults were busy talking among themselves, Kit was busy wondering about his future. What if the Social Services decided to ship him back to the orphanage? What if they wanted him to be placed into a proper home away from his new friends? If that happened what would he do? He pulled his red yo-yo from his pocket and unfurled it. The toy rolled down toward the floor and retracted up into his palm. The exercise helped Kit to stay focused. He hoped that he would be allowed to stay with Baloo at **Higher for Hire **and that he could begin to have a more 'normal' life.

"Hey Lil Britches it's our turn," said Baloo.

That snapped Kit out of his reverie and he stood up to follow the adults into the court room.

"All rise," said a stern-faced Rhino bailiff, "The Honorable George McConnell is presiding."

A short, shorter than Kit, hyena entered the room and took his seat. The judge grabbed his gavel and banged it hard, "This court is now in session."

Erin leaned over to Baloo and whispered into his ear, "This is not an actual court case, but more of a hearing. The Social Services people are going to address their case first then we will present ours."

"OK," Baloo said nervously.

The Social Services representative, Alan Hansen, was called to make his case for Kit having his welfare taken care of by the social services. The bear spoke of how a runaway needs to be placed into a stable home where he could have a structured life with a loving family and the right to attend school. The bear made it known that a 'family' consisted of husband, wife, and children.

After the Social Services rep made his case the judge called Erin to present hers. "Counsel, do you care to convince me that the social workers are not better suited than the people you represent?" The judge was barely keeping his impatience at bay. He had a 12:30 lunch with his colleagues at the Cape Suzette Country Club, followed by a round of golf.

Erin Fuchs stood and said, "Yes your honor. I believe that while the Social Services always have the best intentions in mind for the children, I feel that putting the child into the system may be detrimental to his well-being. One of the goals of the Social Services is to place needy children with loving families. That is a very noble cause. However, the older a child gets, the less likely he or she is to be adopted. Most potential adopters would like a younger child to raise as opposed to one that is well on his or her way to being a grown up. A boy of 12 would more than likely be bounced around different foster parents at best. At worst he would be remanded into an orphanage. It is true that he will be provided for wherever he is sent, but to send a boy to a series of foster homes or, God forbid, an orphanage would be a blow to the child's self esteem. There is also empirical evidence to show that children who are shuttled from one home to another or are sent to orphanages tend to suffer from the aforementioned low self esteem, poor grades, and a propensity to commit criminal acts. Is that what we want for this boy? After all, if it wasn't for him and his prospective guardian's actions earlier this month, this Court House might not be standing today."

"Objection your honor!" bellowed Hansen, "The counsel is speculating and besides she is trying to use minor popularity to justify her ends!"

Baloo leaned over to Kit and whispered to him, "Minor popularity my tail!"

Kit giggled and rolled his eyes at Hansen's outburst.

"Sustained," said the judge. "Now, now counsel, don't try to put anyone on a pedestal in my court room. And Mister Hansen, next time you voice an objection, lower your voice. I'm 12 feet from you, not 12 miles from you."

"Yes your honor," said the chastised lawyer.

Kit and Baloo both giggled.

"Knock it off you two!" Rebecca warned quietly.

"Ahem," said the judge who fixed his gaze on Baloo and Kit, "Is it alright if I speak in _my _courtroom?"

Baloo and Kit stopped giggling.

"Thank you gentlemen," said Judge McConnell. "Now that I've heard both counsels I'd like to get to the meat and potatoes of this hearing. I would like to hear from Mister and Missus," he paused and looked at a document in front of him, "Bruinwald."

_Oh great, the judge thinks I'm married to Baloo! _Rebecca thought to herself.

_Mister and Missus Bruinwald? Ha! No way! _Thought Baloo.

"_HA HA, Oh my gosh, he thinks Baloo and Rebecca are married! HA HA! _Kit laughed to himself.

"Your honor, it's just _Mister _Bruinwald," said Erin.

The judge didn't seem to notice the fox's words as he was too busy looking at his pocket watch. He seemed impatient about something.

Baloo went to a chair beside the judge and stood with his right hand up and his left on a Bible.

"Do you swear to tell the truth, the whole truth, and nothing but the truth, so help you God?" said the bailiff.

"So help me God," said Baloo.

"I want you to cut to the chase and explain to the court why you and not the Social Services should be granted guardianship of the child," said the hyena judge.

"Well, er, your honorship…" said Baloo.

"It's your _honor,_" said the judge who once again looked to his pocket watch.

"Right your honor. Well you see it's like this; Kit and I are a team…" Baloo said.

"A team? What do the two of you play? Two on two Basketball? Just get to the point," said the judge.

"Oh yes, um well," _Now what did that cute lawyer lady say for me to tell the judge? Oh yeah, orphanages are no place for a kid, foster homes would cause Kit to rebel, and I couldn't have stopped the Air Pirates without him!_

"Today," said Judge McConnell.

"Your honor, a few weeks ago I was just a regular guy with my own business. I didn't have any obligations and then WHAM! I ran into Kit, uh well he ran into me, and since then we've gotten along. He stays with me and he has his own bed and gets fed…I am going to be signing him up for school at Cape Suzette Elementary once Christmas break is over. I'm even going to teach him the Cape Suzette fight song… um, Kits a good kid. He's had a tough life and hasn't had a steady home life, but I think I can help him to settle into an everyday life. It's something I want to be able to do because it's a way to be responsible…and besides he did some great things a couple of weeks ago when this city was attacked. I honestly couldn't have done my part without him."

Hansen rolled his eyes.

"Putting yourselves on a pedestal are we? No harm though. Now what does your wife think ?" asked the judge.

"What? Her?" Baloo said nodding toward Rebecca, "Her, my wife? That's a good one your honor!"

Rebecca felt her blood pressure rise, _oooh he makes me angry sometimes!_

"Oh yes, I forgot. You're single. Hmmmm, do you have any idea how often a single person gets any type of guardianship?" asked the judge.

"Uh, not as much as should be," said Baloo lamely.

_Oh no!_ Thought Kit, _Please don't let them send me back to the orphanage! Please God I don't want to go back there!_

"Well then if there is no wife to hear from then perhaps we should go to the source. Let's talk to the person in question," said Judge McConnell who turned his gaze toward Kit, "Let's hear what Mister Cloudkicker has to say."

Danger Woman peered around the corner and saw the mummy that was staking her. The tall mummy had resurrected and had been terrorizing the people of Cape Suzette and it was up to Danger Woman to stop him.

The toilet paper wrapped mummy was fumbling around in the darkened room in search of the brave heroine. It shuffled along with its arms outstretched in search of its prey. The mummy took a tentative step in the direction of the wall near where Danger Woman was crouched, waiting to strike. She saw the mummy's foot come around the corner and she decided that now was the time to act.

"Take that you mummy!" said Danger Woman as she jumped up and hit the mummy in the leg with her sword(flyswatter). The metal handle connected on the mummy's knee cap.

The mummy let out a groan of pain and hopped up and down, its hands going to the wounded leg. Danger Woman kept up her attack. She swung the swatter at the mummy and scored two more hits. The mummy let out an angry groan and reached for her. She jumped to the side and narrowly avoided being caught in the mummy's clutches. She climbed onto a chair and jumped onto the back of the mummy.

"Take that you mummy! Take this!" she hollered as she brought the swatter down on the mummy's head. "Danger Woman will defeat you!"

A knock at the door caused the battle to halt. The mummy went to the door and opened it to reveal a stout looking bear and a very tall ostrich.

"Is this Higher for Hire?" asked the bear with a look that said, 'what did I just walk into?'

"Uh yeah this is Higher for Hire," said the toilet paper wrapped figure. Perched on the figure's shoulders was a little girl bear sporting a makeshift red cape around her shoulders and what looked like a colander on her head. She held a flyswatter in her left hand.

"I'm Danger Woman!" the little girl yelled at the top of her lungs.

The ostrich burst out laughing but his partner only shook his head, "Who's Danger Woman?" the bear whispered to the ostrich.

"Geez, you got kids so how could you not know who Danger Woman is? She's a superhero character on the radio," answered the ostrich.

"Okaaaaay," said the bear, "Anyways, we have a delivery for Higher for Hire. Your boss already coordinated everything with us so will just being leaving this with you."

"Leaving what with us?" asked the mummy.

"Uh, the fruit," said the bear.

"Oh yeah, Miz Cunningham said something about a bunch of fruit. I wonder if she'll be making fruitcake," said the mummy.

"Yeah, fruitcake. We'll just be leaving it with you," said the bear.

"C'mon Wildcat, let's get mommy's fruit!" said the Danger Woman fanatic.

As soon as the ostrich and the bewildered bear drove off Wildcat, who had finally gotten all of the toilet paper off of him, began to load the crates of fruit into the _Sea Duck _with the help of Molly. The little cub helped out by pointing out places in the cargo hold for Wildcat to place the crates.

"Mommy says that she has a surprise for everyone when she gets back!" said Molly who still wore her Danger Woman outfit.

"I like surprises," said Wildcat, "Except for that time my mom took me to the dentist for the first time. She said I was going to get a surprise, but the surprise was a tooth being pulled."

"Cloudkicker, that is an unique name, is it a tribal name?" asked Judge McConnell.

"Uh, not that I think so," said a nervous Kit.

"Well it certainly has a one-of-a-kind sound to it," said the judge.

Kit laughed, "Yes it does your Honor."

"So why don't you go ahead and tell the court what you think about all of this ?" said the judge.

Kit gazed around the court room and gulped. He normally wasn't shy, but there was something about sitting up in front of people and talking that was quite different than any other situation he had been in. Even talking with the air pirates wasn't this bad. He took a deep breath and began: "Well I've been with Baloo and for a few weeks and I got a place to stay and they take pretty good care of me. I'm really looking forward to school…"

The judge interrupted; "A twelve year old boy looking forward to school? What are they feeding these kids these days?" Kit looked at the judge and saw that he had a sly grin on his face. The judge then glanced at his pocket watch and then said, "Continue."

"I, uh, well I like it here. I like Cape Suzette. It sure beats living in an orphanage!" Kit said directing this to the Social Service's Lawyer. "I think that I can have a stable life with Baloo and if I went to a foster family, uh well foster families mainly want little kids and not kids my age."

The judge interjected again, "In light of a pressing 'business' matter I have to attend to soon I am going to ask you to cut to the chase. What is it you want in life."

"In life?" asked Kit who didn't understand the question.

"Yes, in life. Do you want a stable place to live? A place where you will be cared and provided for, a place where you can feel like you belong," said McConnell.

"Yes," Kit said.

"Social Services seem to feel that they can provide a child with all of that and to be honest they do a fairly good job here in Cape Suzette," said the judge.

_Oh no! He's going to rule in favor of the authorities! I gotta make a run for it soon! _Kit thought in a panic.

Baloo shot a worried look at Rebecca and Erin. He didn't want Kit taken away from him, not after all he and his Lil Britches had been through in the past few weeks.

Hansen had look of satisfaction on his face. The tall bear glanced at Erin Fuchs and smiled.

Judge McConnell leaned forward and gave his ruling, "So given all of the facts and testimonies the court has decided…"

"Well that's the last of the fruit," said Molly.

"Yeah that's a lot of fruit cakes and fruit salads," said Wildcat who looked at the delivery schedule and saw where the cargo was headed. "Oh that's the surprise! Baloo and Kit are going to be surprised!"

Molly giggled, "Mommy said this was a surprise for when they get back from the court house!"

Twenty minutes later the door burst open and Kit rushed in, "Molly, Wildcat, guess what!"

"Um, let me think, do I get a clue for the guess?" asked Wildcat.

"The judge said I can stay here with Baloo!" said the excited boy.

"Yay!" Molly said and jumped into Kit's arms, "Now I can play Danger Woman with you!"

Rebecca walked in and saw her giggling little girl in Kit's arms. _Awww, that's so cute! They're like brother and sister._

"I see you got a cargo haul for me Rebecca. I was kinda hoping it could wait cause I wanted to take Kit out to celebrate," said Baloo with a hint of resentment.

"Business before pleasure Baloo, you can celebrate after you do your cargo run," Rebecca said with a smile, "Now everyone, chop-chop, we have cargo to deliver!"

As the _Sea Duck _raced over the ocean, Baloo leaned over to Rebecca, who sat in Kit's normal seat and said, "I got to admit it Rebecca, you had me going earlier when you said that I had cargo to deliver. I was getting riled up about postponing celebrating with Kit."

"Well when I got the order the other day I figured I'd keep quiet and save it as a surprise for you guys," said Rebecca.

"Too bad yer friend didn't come along, she's a real looker," Baloo said in reference to Erin Fuchs.

"Don't get your hopes up Baloo, she's engaged," Rebecca said with a smile.

"Her loss," said the bear.

Rebecca just laughed.

Baloo decided to change the subject. He looked over his shoulder to Kit and said, "Hey Lil Britches want to try out that new board?"

Kit smiled a big grin, "Sure Papa Bear!" Kit pulled his airfoil out from his sweater and clicked it open to its crescent shape.

"What is that?" asked Rebecca who had yet to see Kit 'in action'.

"Its an airfoil Miz Cunningham," Kit said proudly.

"What's it do?" she asked.

"I'll show you!" Kit said then he was off, racing toward the back of the plane. Baloo flicked a switch and opened up the cargo door.

"Baloo, what are you doing?" asked Rebecca apprehensively.

"Letting Kit have some fun," the big bear said.

"Why do I feel a lawsuit coming on," she quietly said to herself.

Kit took a tow rope from Wildcat and jumped off into the air. His feet found his airfoil and instantly he was cloud surfing. This was the first time he had tested out his new airfoil. His previous device was snapped in two by Don Karnage during the attack on Cape Suzette and so Kit had built himself a new one. It had taken him several months and many tries to build his first airfoil which had later been broken before he could test it. Later on he had finally built a fully functioning airfoil while he was staying on Marshall's Island. That airfoil was the one that Karnage had broken. Now he was testing out airfoil number three.

Rebecca looked out of the back of the _Sea Duck _and saw the bear cub trailing the plane as he stood on his airfoil. The boy was skating across the clouds and suddenly she realized why he called himself Cloudkicker.

"Baloo's right, that kid is _something!" _she said.

"WAHOO!" Kit yelled at the top of his lungs as he indulged in his favorite pastime. If FLAP wasn't going to lower the age limit for pilots, then this was the next best thing. Maybe someday the guys at the Federal Licensing Agency for Pilots would come to their senses and make an exemption for him, but in the meantime being the _only _cloudsurfer in the world would have to do.

Kit entered a cloud and felt the cool water particles breeze across his nose. He opened his mouth and took a drink of water vapor from the cloud. He exited the cloud into the sunshine and let out another 'Wahoo'. This was the life!

Rebecca reentered the cockpit and sat down next to her daughter.

"Mommy, didja see Kit?" Molly asked.

"Uh-huh," she said, "Baloo, promise me that when you let Kit do that that you won't let me know OK?"

"Afraid he'll get hurt?" Baloo asked.

"That's the most dangerous thing I've ever seen anyone do!" she said.

"That kid's an expert. Besides, he's been in more dangerous sitchiations before," said Baloo, "Anyway Wildcat is back there to keep an eye on him."

"Oh great," Rebecca said to herself.

"Look Mommy there's Louie's!" said Molly.

Louie's, Baloo's favorite hangout owned by his best friend was their destination. Earlier Baloo had been annoyed that he had a cargo run to deliver when he had wanted to take Kit out to celebrate. However, his mood had changed when he found out that Rebecca had received an order from Louie to deliver fruits to his island. Rebecca hadn't met the orangutan yet, but she had heard of him from Baloo and had extended her services to him. Luckily Louie had scheduled for cargo to be delivered on the same day as Kit's hearing and so Rebecca felt like giving Baloo and Kit a surprise. She was going to treat everyone out tonight in celebration. Now Baloo took the plane in for a landing.

Wildcat reeled Kit in as the _Sea Duck _made ready for its landing. "Wow Kit now I see how you got your name!" said the mechanic.

"You ought to try it out," Kit said with a smile.

"Naw, I'm wild, but not that wild," said the lion.

"Heya cuz," said Louie as Baloo and the others entered his nightclub, "You must be Rebecca ," he said as he extended his hand to Rebecca.

"Hello," she said as she shook the tropical shirt wearing orangutan's hand, "This is some place you have here."

Louie planted a kiss on Rebecca's hand and then said, "You ain't seen nuthin yet! Wait till tonight when it gets crowded!"

Rebecca blushed with Louie's kiss and then was led to a table by one of Louie's waiters.

"Well hi there miss Molly how have you been?" asked Louie to the little girl.

"I've been good, just really wanting another Krakatoa Special," she said innocently.

"One Krakatoa Special comin right up, or make that five Krakatoa Special's comin up!" said Louie.

"We need to get that cargo offloaded Baloo," said Rebecca.

"Don't worry about it. Louie's guys are on it," answered Baloo.

"So Kit, I guess everything went fine and dandy with the judge," said Louie.

"It sure did Louie. Now Baloo is legally my guardian," said Kit. This was the third time Kit had been to Louie's. The first was when he had swiped the Sub-Electron Amplifier from Don Karnage and the second had been when he and Baloo had decided to ditch their ridiculous red uniforms that Rebecca had made them wear. That had been the day that Molly had snuck on board. They also had a run in with Karnage and his pirates on the way back from the island.

"Hey Wildcat, I gotta blender that's on the fritz. Think you can take a look?" asked Louie.

"Where am I going to take it?" asked the lion.

Louie just smiled at the mechanic and led him to the malfunctioning appliance. Wildcat had it working properly in 32 seconds.

As early evening turned into night the club began to fill up. Soon the place was wall to wall pilots, sailors, and their dates. Louie's band was playing swing numbers and the dance floor was full while Louie was acting as the master of ceremonies.

Rebecca sat at the table and enjoyed the music as well as the sight of Wildcat doing his best to dance with a female lion that had shown up with a few friends. The mechanic had no rhythm, but that didn't stop him from cutting the rug. Baloo was also out on the floor being the center of attention. The big gray bear had a pair of maracas and was shaking them about and making an utter spectacle of himself. She laughed at the sight of Baloo and shook her head. _He's going to make an interesting role model for Kit, _she thought and then saw Kit jump up onto Baloo's shoulders. The cub took off his cap and whirled it in the air and let out a 'yee-haw', just like a cowboy.

"Mommy, I'm getting tired," said Molly.

"I know sweetie. Its getting late, but we'll be leaving soon," Rebecca said to her drowsy daughter.

A few minutes later Baloo, Kit, and Wildcat returned and sat down. The laughing trio looked spent from their time on the dance floor.

"Miz Cunningham, you and Baloo should go out there!" said Kit.

Baloo and Rebecca shot a serious glance at Kit and then smiled.

"Actually I was thinking that its getting late and we ought to get home," said Rebecca.

"Yeah Molly looks like she's counting sheep," said Baloo, "C'mon Wildcat, let's go get the _Sea Duck _ready to go."

"Good, cause I'm so tired I about to count rams!" said Wildcat.

"I'll grab Molly Miz Cunningham," said Kit.

Rebecca watched the boy lift up her half-awake daughter and head toward the door. She smiled and realized just how fortunate she was to have Molly. Having a daughter made her a better, more responsible person and she felt that with Kit being in his care, Baloo could be a better, more responsible person. "One can only hope," she said as she got up to leave.

Kit lay in his bed and stared up at the ceiling of the room. It was a little after two in the morning and he was exhausted from his long day. Good thing Rebecca had decided to forgo work and allow her staff to recoup from the party at Louie's.

In the bed next to him, Baloo snored softly. The big bear had fallen asleep almost immediately. Despite being tired, Kit thought about the events of the day: His frustration with his tie, the court appointment that determined his guardianship, testing out his new airfoil, and the party at Louie's. It had been an all-together _full _day. He finally had a stable place to call home now. After years of being on his own and being an air pirate he could finally have a normal life. A small pang of guilt came on him then. He hadn't told Baloo about his past yet except for the air pirates and he hadn't gone too in depth on that. He felt bad for not wanting to share his experiences at the Freeport Home for Children, his discovery of his real last name, the truth about his parents, how he had fallen in with Karnage and his cutthroats, and the disastrous hijacking attempt on the _Queen of the Skies _that had resulted in the deaths of so many innocent people and became the reason he left the pirates. The child of Kieran and Katie McCloud wasn't ready to tell anyone about his past. Not yet anyway. That part of his life was the one secret he had left. There was too much pain and shame that went with that chapter of his life. Kit let out a small sigh and then turned his mind to happier thoughts. He now had a fresh start in life. He felt that with Baloo and his friends that he could have a future, the type of future that his parents would have wanted for him. A moment later the cub fell sound asleep with a smile on his face.

The sound of rain hitting the roof caused Baloo to wake up. The bear looked out and saw the rain falling from the dark sky above. He yawned and rolled onto his side. He looked over to the bed next to his and saw the sleeping form of Kit. The boy had thrown the blankets off of him in his sleep. Baloo got up and walked to the boy's bed. He reached down to the blankets and pulled them up to Kit's chin. He smiled as he realized that this was the first time he had ever tucked anyone in. He let out a small chuckle, looked at the peaceful expression on the sleeping cub's face, and got back into bed. He looked over at Kit and said quietly, "Sleep tight Lil Britches."


	2. The First Day of School

**The First Day of School**

"_I've never let school interfere with my education"-Mark Twain_

"Baloo its time to wake up!" said Kit to the sleeping bear.

"Huh, uh what? What time is it?" asked Baloo as he poked his head out from under the blankets.

"It's 6:45 and I have to be at school at 8:00!" said the boy who had just finished dressing. "I can't be late on my first day!"

Baloo snuck back down under the covers and said, "We got over an hour."

"Well you gotta get up and take a shower, plus we gotta eat and walk to school," said Kit who was beginning to get impatient.

"Baloo sat up and said, "Yer really excited about all of this aintcha Lil Britches?"

"Going to school is part of my guardianship…besides regular kids go to school," said the cub.

The big bear slowly rolled out of bed and made his way into the bathroom. He took a shower and brushed his teeth, then headed downstairs. He found Kit sitting in his chair and eating a bowl of cereal. Baloo fixed himself a bowl and leaned against the counter.

"When I was yer age, I couldn't stand going to school," Baloo said.

"Why was that Papa Bear?" asked Kit.

"They don't teacha nuthin about life. It's all numbers and fancy writing, you got to go out into the world and learn stuff," said Baloo.

"Then why am I going to school then?" asked the cub.

Baloo smiled and said, "Cuz you been out in the world Kit, now you gotta be a student. Besides, the judge said you had to go."

Kit laughed, "What if I feel like they aren't teaching me anything?"

Baloo laughed, "Just do what I did in school."

"What was that?" the boy asked.

"Try not to get caught slacking!" said Baloo.

As they made their way toward the school on that early January morning, Kit thought back to the events since Baloo had been granted his guardianship.

_Christmas and New Years Eve, 1937-_

Christmas had rolled around quick and Kit had spent the holiday with his new friends. He, Baloo, and Wildcat had been tasked by Rebecca to babysit Molly while she went out shopping for gifts. A poor choice of words had nearly ruined Molly's idea of Christmas and Santa Claus and so Baloo had hatched a plan to convince Molly that Santa was real by taking her to the 'North Pole'. The 'North Pole' was actually Louie's and the poor orangutan and his workers had ended up dressing up as Santa and his elves for the benefit of the little girl. Molly threw them all for a loop by asking 'Santa' to make it snow for her mom. The gang had decided to use a whole lot of soap to simulate snow for Molly, but unfortunately Don Karnage and his band of air pirates had decided to show up and ruin things. The wolf had been sulking since his attack on Cape Suzette had been thwarted and his pirates had begged him to let them go and plunder. Karnage had finally given in and by a quirk of fate his targets ended up being the very people who had thwarted him. Baloo had managed to once again stop Karnage and his pirates by dumping his cargo of soap onto his pursuers. Once back at Louie's however, Molly had discovered the ruse and had run off. Kit and his friends had went after her and found her staring up into the sky. Something up in the air had caught her attention. Suddenly, and to the amazement of everyone, snowflakes began to fall on them. Kit figured that the snow must've been caused by some freak weather that had pushed the frozen ice far south into the tropics. Secretly he felt that there was something _else _responsible for the snowfall and although he wasn't quite sure, he and the others thought that they heard the faint sound of _bells_…and wasn't that _something _moving about in the sky? That Christmas Eve the cub went to bed with a mind full of wonder and in the morning he awoke to the smell of a hearty breakfast and the joy of unwrapping presents. This Christmas was one of the most magical times in his young life.

A few days later, Rebecca had invited her employees to her new apartment for a New Year's celebration. Conveniently she had some belongings for them to help her with before the festivities. Baloo, Kit, and Wildcat had helped her finish up unpacking her rather nice apartment and then enjoyed the fireworks from the balcony of her high-rise home. They were all amazed by just how modern the building was and were fascinated by the waterfall which fell from the building. Baloo did however make one cynical comment about Rebecca's new home.

"So _this _is where all of the money goes," said Baloo.

"What money? I don't see any money around," said a perplexed Wildcat.

Kit laughed, "Wildcat, I think Baloo means that this place costs a lot of money."

"Oh, I get it…I think," said the mechanic.

The five of them plus Rebecca's lawyer friend Erin Fuchs and her fiancé Taylor Foxglove watched the fireworks from the balcony while thousands lined the bay to enjoy the display, courtesy of Shere Khan. The uber-rich tiger had decided to make this year's fireworks show the biggest yet to show the air pirates that Cape Suzette still stood tall. As Kit looked down he could see many damaged buildings and other structures that blemished the city. _It's partly my fault. If I had been smarter I could've messed up the lightning gun before Karnage could use it. _Kit sighed heavily with this thought then brushed it aside as the clock struck midnight and the fireworks began.

His friends cheered and Erin and Taylor kissed to usher in the New Year.

"HAPPY NEW YEAR!" Baloo yelled at the top of his lungs.

"YEAH, HAPPY 1938!" said Wildcat who quietly added, "Its 1938 right?"

Kit whooped and hollered along with his friends and then made a New Year's resolution to himself: _I'm going to do my best to become a 'normal' kid. _He had decided that after years of being on his own and being an air pirate, it was time to lead a more 'normal' life. Little did the cub know that becoming a 'normal' kid wasn't going to go as planned.

"Well there it is," Baloo said as he and Kit arrived at the school.

Baloo's voice snapped Kit out of his thoughts and he gazed up at the large U-shaped edifice. "You don't sound too thrilled to be here Papa Bear."

"Trust me Lil Britches, after a few weeks you won't be too thrilled either!" said Baloo.

Kit laughed and said, "Well, let's get this over with!" With that the pair climbed the steps and entered the red and gray brick building.

Baloo remembered the inside of the school, including the principal's office..._Especially _the principal's office. The big bear gulped unconsciously as he looked at the closed door of the office.

"May I help you gentlemen?" asked a rotund lady hippo.

"Uh yeah," Baloo said as he tore his gaze away from the principal's office door, "I'm here to enroll a new student."

"And your names?" the hippo asked.

"Baloo Bruinwald and I'm enrolling Kit Cloudkicker," Baloo answered.

"Alright, I will inform Mr. Pomeroy," said the hippo who then informed the principal over the phone.

"Pomeroy is the principal?" Baloo said incredulously.

"Is that bad?" asked Kit.

"Well let's just say I hope he doesn't remember the cherry bomb incident," Baloo said.

"Mr. Pomeroy will see you now," said the hippo.

Ed Pomeroy was sitting in his well-lighted and spacious office as he perused the financial section of the **Cape Suzette Times, **when a large grey bear and a small cub came in. Pomeroy squinted his eyes at the adult bear. There was something awfully familiar about him.

"Please sit down gentlemen," said Pomeroy, "Now Miss Largent at the desk said that one of you is a Bruinwald."

"That'd be me," said Baloo.

Pomeroy focused on Baloo and as he did so, a look of recognition crossed his face, "Been detonating any cherry bombs lately Mister Bruinwald?"

Baloo's mouth dropped and Kit giggled.

"Oh you didn't think that I'd forget that did you?" said the bear principal.

"Actually, I forgot about it until you just mentioned it," Baloo said with a goofy smile.

"You know your little stunt messed up my brand new suit!" said the principal.

"If it makes ya feel any better, I spent two weeks in detention," Baloo said.

"You're lucky I didn't get my way and have you expelled!" said Pomeroy. The principal calmed himself down, straightened out his tie, and continued, "That is all in the past now so we will discuss the enrollment of your son."

"Actually Kit's not my son. I just have guardianship of him," said Baloo.

Pomeroy's eyes widened, _What kind of a person would give custody to the likes of Baloo Bruinwald? _"Oh, I see. That is very responsible of you to take on such a challenge. I'm sure you'll make a wonderful role model." _Did I just say that?_

"Now what is your name young man?" asked Pomeroy.

"Kit Cloudkicker," said Kit.

"Cloudkicker, hmmmm interesting name," said the principal.

"Interesting name for and interesting kid!" Baloo added jovially.

"And as for your last name Mr. Bruinwald my wife and I went on a vacation last year and we spent some time in Bearvaria visiting with her relatives. Are you by any chance related to the Von Bruinwald's?"

"Well my grandparents dropped the 'Von' when they came from the old country, but maybe, why?" asked Baloo.

"Oh, it's nothing," said Pomeroy who turned his attention to Kit, "Well I'd like to welcome you to Cape Suzette Elementary school and as Mr. Bruinwald can attest, this school places a high value on education…and discipline. How old are you by the way?"

"Twelve sir," answered Kit.

"Does he have any school records with him?" asked Pomeroy.

"Um, well he was at an orphanage and then, uh well, uh," stammered Baloo.

"I see," said Pomeroy, "Nevertheless, I believe that this boy should be in a class with children his own age so I am going to put you into Mrs. Morrisey's 6th grade class."

"Mrs. Morrisey? She's still teaching?" asked Baloo.

"Yes and I am sure she remembers you," said the principal with an unfriendly smile. Now you will go and see my secretary and she will ensure that you make it to your class."

"Yes Mr. Pomeroy," said Kit who got up to leave the office with Baloo.

As soon as Kit walked out, Pomeroy spoke, "Mr. Bruinwald?"

Baloo froze in his tracks and then turned to face the blue suit wearing bear, "Yes?"

"I hope for the boy's sake that he will be a much better student than you were," said Pomeroy.

Kit walked out of the principal's office and spoke to the hippo about his being assigned to Mrs. Morrisey's class. The secretary called the teacher and explained that she had a new student for her.

"Mrs. Morrisey says for you to go right on over," said the hippo who gave Kit the room number and directions to the class.

Baloo walked out and nudged Kit, "I think I'm gonna go. After dealing with Pomeroy, Rebecca will be a piece of cake."

Kit laughed, "Have fun with her and wish me luck!"

"Aw you won't need luck," said Baloo who patted Kit on the shoulder and headed out the door.

As Kit walked out of the administration room he noticed a purple overall wearing hyena boy of about his age sitting on a couch with his mother. He and the hyena briefly made eye contact before he left the room. As he walked into the hall he heard the hippo secretary say to the mother and son hyenas that the principal would see them.

Baloo walked into Higher for Hire and sat down in his favorite chair. He grabbed the newspaper and propped his feet up on a stool.

"So how did it go?" asked Rebecca who was sitting behind her desk.

"For me or for Kit?" asked the pilot.

"For Kit," she said.

"You'll have to ask him when he gets back, but I think he'll be OK," answered Baloo.

"How did you like going to your old school?" Rebecca asked.

"Everything went fine until I found out that the principal used to be my teacher," said the bear.

"I take it he remembered you then?" she asked.

"Lets just say I made a lasting impression on him," said Baloo with a smile.

"Now class, I'd let you all to give a warm welcome to our newest student…Kit Cloudkicker," Mrs. Morrisey said .

Kit watched as all of his new classmates gave him welcoming 'Hi's' and 'Hello's'. It was a small class that was made up of just seven other kids including: a girl fox, a girl cat, a boy elephant, a boy bird, a girl bird, a boy woodchuck, and a boy pig.

"Hi," Kit said as he tried to mask his slight case of nervousness which was something that he wasn't used to at all.

"As you can see we are a small class, but I find that with this system it is easier to teach students and lead them to academic success," said the purple dress wearing teacher.

"How many other 6 graders are there ," asked Kit.

"Oh, we have about 70 total," she answered.

Kit took his seat next to the woodchuck and opened up the math text book that had been set there for him. _Cripes! Why did it have to be math?_

"Now class, who would like to come up here and answer this question?" the teacher asked as she wrote 6 X 7 +2 =.

"Let the new kid answer it!" shouted the woodchuck.

_Oh great! _Kit thought as he groaned inwardly.

"That is a good idea for Kit to break the ice Gordon. Kit come up here and show us how to solve this equation," said the teacher.

"Uh, OK…" said Kit as he stood and walked to the blackboard. He picked up the chalk and turned to face the other students. Each one was staring at him. He gulped and turned back toward the board and looked at the problem. He focused on the numbers and all of a sudden it seemed as if the numbers expanded in size and took on three dimensions. The numbers seemed to detach themselves from the board and float up to his face where they positioned themselves right in front of his nose.

"Do you understand the problem?" the teacher asked .

Kit turned to her, smiled awkwardly, and said, "I got it." He didn't sound too convincing.

Baloo had one small flight scheduled for a delivery of crates of mayonnaise, mustard, other condiments, and supplies that were to be taken to a hotel in Bambezi. It was a three hour round trip and he figured that he'd be back in time to welcome Kit back from his first day of school. The bear looked over at the empty chair next to him and felt a pang of loneliness. This was the first time that he hadn't had Kit with him on a flight since he met him, notwithstanding the few days that Kit had seemingly rejoined the air pirates. It was funny to him how he had been so used to flying the _Sea Duck_ alone for so long and that it had never bothered him, but now that Kit was his navigator, it seemed odd to have to fly without him. The plane seemed _empty _without the boy. Baloo sighed, pulled an orange soda from his consul, and took a drink. He looked at his watch and saw that he had about 45 minutes until he landed. That meant that he'd have the cargo offloaded in about 20 minutes after landing and an hour and a half until he made it back to Cape Suzette. That added up to over two and a half hours until he got home. He couldn't wait until he heard how Kit's first day at school went.

Kit sat in the cafeteria and ate his lunch on the end of a crowded table. He hadn't really talked to any of the other kids yet on account that they all seemed to be preoccupied with other kids. _I guess it just takes time to get to know these kids, _He thought. Then he caught sight of a familiar looking kid. It was the hyena boy that he had seen earlier as he left the administration office. The skinny hyena took a seat on the opposite side and corner of where Kit was sitting. He watched as the hyena twirled his fork in his spaghetti and then slurped it up. The hyena didn't seem to mind that no one was talking to him, as a matter of fact, the hyena seemed like he could care less about not being noticed. The hyena looked around a little and smirked at the throng of students then he turned his gaze in Kit's direction. Kit and the boy made eye contact for a brief moment. The hyena gave a slight nod at Kit and then went back to twirling his pasta.

Kit turned his thoughts back to his class. He grimaced at the memory of his incorrect answer. He wrote 15 and was corrected by the girl fox who spoke up.

"He answered it wrong, the new boy answered it wrong!" said the girl fox.

_Gee thanks a lot! _Kt thought.

"Kit do you know what you did wrong?" asked the teacher.

"Um, no," he answered.

"It looks like you added the numbers instead of multiplying and then adding. The answer is supposed to be 44," said Mrs. Morrisey.

"Oh, yeah I see," he said.

"You may sit back down Kit, we'll have more problems for you to practice on in preparation for the upcoming test," she said.

Thinking of the episode in the class made Kit pretty apprehensive about being in school. _Is every day here going to be like this?_

"Whattya mean this isn't everything you ordered?" asked Baloo a little too loudly. He had just arrived at the Marmontiat Regency Hotel and was about to complete his delivery, but was stopped by a discrepancy in the order.

"Sir, there are supposed to be 12 crates of condiments and other foodstuffs. There are only 10 present," said a snooty twenty-something otter in a suit.

"Look yer gonna have to take this up with my boss," Baloo said.

"When I spoke with Ms. Cunningham I specifically stated that there were to be 12 crates delivered to the hotel," said the otter.

"Well I don't know what to say, maybe the delivery boys messed up your order," answered Baloo.

"I was told that all the crates were present," said the otter in his stuck up voice.

"Like I said, yer gonna have to take it up with her," said Baloo who was getting impatient.

"I was assured by your boss that my order would be delivered. That has not happened," said the otter.

"Whatcha want me to do about it?" asked Baloo.

"I would like for you to deliver 12 crates for me. You are capable of doing that hmmm?" asked the otter who looked at Baloo with barely concealed disdain.

"Let me get this straight: You want me to fly all the way back to Cape Suzette, track down 2 missing crates, do a U-Turn, and fly back here?" asked Baloo.

"I do not care how you do it, although I am sure that your boss would be disappointed to lose our business," answered the otter.

Baloo felt like saying something to the stuck up otter, something about shoving something up somewhere, but he thought better of it. "OK, look I'll call up my boss and get this fixed."

"I certainly hope so," replied the otter.

"Uh, you got a phone I could use?" asked Baloo.

"Our phones are for our guests," said the otter with disdain.

That did it: "Look I just made a flight out here to deliver what I was supposed to give you and then you got this snotty attitude. I'm just the delivery guy. Now I am nice enough to get a hold of my boss for you so the least you can do is let me use a phone, but then you had to go and act all holier than thou!"

The otter stood there flabbergasted at Baloo's outburst and tried to say something but was cut off by the rest of Baloo's tirade.

"And all because yer some head honcho at some ritzy hotel doesn't mean that yer entitled to talk down to people. Yer lucky Higher for Hire took this job otherwise someone else would have made you pay a lot more for yer cargo pal!" Said Baloo.

The scene at the hotel's pier had by now attracted quite a few onlookers who viewed the spat with interest. Some of them murmured amongst themselves that the large pilot was being confrontational while others lauded him for chewing out the snooty little otter.

Presently a well-dressed duck came out of the glass door entry way and made his way to the pier, walked through the crowd, and stood next to Baloo and the otter.

"What seems to be the problem gentlemen?" asked the duck.

Baloo turned his head to the duck and said, "This guy," Baloo pointed a finger at the otter, "Wants me to go all the way back to Cape Suzette and get two apparently missing crates that we never got, then fly all the way back here. I told him I'd call my boss, but he decided to act all snotty and say that the phones are only for customers!"

"Is this true Horace?" asked the duck.

"Horace? Your name is Horace?" Baloo said as he barely kept from laughing.

The otter flushed with embarrassment and said to the duck, "Sir, this…_person_, is a crude speaking and loudmouthed disrespectful man who is making a scene."

"Yer his boss?" asked Baloo.

The duck looked to Baloo and said, "I am Thomas Drakeford, the hotel's manager. I was told that there was a scene taking place between my new intern and a cargo pilot."

"Yer an intern?" Baloo said. He looked closely and realized that the otter was trembling.

"Yes Horace is working here as part of his Hospitality and Tourism Management major requirement," said Mr. Drakeford .

"You mean this guy isn't an actual employee?" asked Baloo.

"Oh of course not, Horace is actually a student at the University of Cape Suzette," Drakeford said.

"Well maybe he ought to go back to school and study up on the _hospitality _part," Baloo said smugly.

Drakeford laughed at Baloo's remark and said, "Lets go to the office and see if we can sort this out Mister…?"

"Its Baloo," Baloo said.

"Lets see if we can sort this out Mister Baloo," said Drakeford with a friendly smile.

Kit bounded down the steps of the school, turned left on the sidewalk, and began to head back to Higher for Hire. He hadn't made it 10 feet before a commotion caught his attention. He stopped and turned to look at the ruckus. He spotted a tall tiger who was talking down to a smaller figure in a pair of purple overalls: the hyena.

"Listen up you pint-sized little pipsqueak! You better watch out for me! I don't like little wimp comic book readin' losers like you!" said the tiger who held a comic book up out of the reach of the hyena.

_The places may change, but the bullies stay the same, _thought Kit who recalled his dealings with a host of bullies in his short life.

"Gimme back my book!" yelled the hyena in a high pitched voice.

"What are you gonna do about it loser?" taunted the tiger.

The hyena's response surprised the crowd of kids and caught the bullying tiger by the tail…_literally. _

The scrawny hyena had noticed that the tip of the tiger's tail was lying on the ground in between the tiger's feet. He stamped his foot onto the tail with all of his might.

"YEEOOOOOOW!" screamed the tiger who reached down to grab his stinging tail. As he bent down the hyena snatched the comic, looked the tiger in the eye, and spoke; "This is what I'm gonna do about it!"

Kit watched as the hyena shoved the hunched over tiger down on the ground. The entire crowd of kids laughed at the fallen bully who screamed in rage, "I'M GONNA GET YOU!"

The hyena stuck out his tongue and then took off sprinting toward the sidewalk. The kid ran for all he was worth as the tiger got up and chased after him with a black panther in tow. The three kids headed right in Kit's direction. Kit jumped out of the way and watched the hyena sprint passed him. The hyena said something as he passed Kit, it sounded like, 's'cuse me'.

No sooner had the hyena ran by him that the tiger and his panther friend ran by him. When Kit jumped out of the hyena's path he had inadvertently stepped into the path of the two pursuers. The tiger managed to jump out of the way but the panther wasn't as agile. He collided into Kit and the two of them went sprawling.

"Tryin to trip me while your buddy makes a run for it? Huh you little twerp!" snapped the panther who jumped on his feet and headed after his friend. "I'll see you in school!" the panther called over his shoulder as he ran.

Kit sat up and watched as the three kids disappeared around a corner. "What a great way to end my first day at school," he said bitterly.

"Yer never gonna believe what happened to me today Rebecca!" said Baloo as he walked into Higher for Hire.

"Let me guess, you had to dump the cargo because air pirates were after you and then you had to make an emergency stop-over at Louie's right?" asked Rebecca who was busy doing paperwork.

"Ha-ha," Baloo said sarcastically, "Actually there was this mix-up at the hotel and this intern started carrying on about their being 12 crates instead of the 10 we delivered."

"Well did you explain to him that there were only 10 crates?" Rebecca said dismissively.

"Yeah but the snotty kid didn't buy it and he got all uppity and made a scene," said Baloo.

"A scene? Don't tell me that we lost a customer because of a scene Baloo!"snapped Rebecca.

"Now wait a minute Beckers, I didn't cause any scene, the hotel intern did. Besides, his boss came out and we checked the order sheet and there was an error on the hotel's part and because of the mix-up the intern got chewed out and I got the manager to give us 4 more orders this month!" Baloo said with satisfaction.

Rebecca's eyes lit up. She had only managed the one drop off to the hotel and wasn't sure if they'd get more, but now Baloo had managed to get more business for her company. She was so ecstatic that she didn't let Baloo's use of 'Beckers' bother her.

"You got us more business?" she said with genuine surprise, "Wow you really surprised me Baloo."

"You shouldn't doubt me Rebecca, I've been in this business long enough to know how to deal with people," said Baloo.

She knew he was right. Even thought she had a business management degree she lacked Baloo's experience. It was true that the pilot had little self-motivation and had allowed his bills go unpaid, but he had a knack for getting things done when the need came up. She hated to admit but she really needed him around.

"Do I get a 'thank you'?" asked the pilot.

Rebecca smiled, "Thank you Baloo, I really mean it."

Baloo looked at the smile on his boss' face and could tell that she was indeed thankful. Rebecca wasn't a bad person. As a matter of fact, Baloo liked her as a person and, dare he admit it, a friend. Of course she still needed some better people skills especially when it came to her bossiness.

A little while later Kit came home. "I'm back!" Kit said as he walked into Higher for Hire. The cub had recovered from his collision with the panther and had made his way back to the wooden building, but not before he picked up the latest issue of _Flyboy _and an orange soda from the corner store. He unslung his backpack and sat down on a chair.

"How was your first day of school Kit?" asked Rebecca.

"It was…interesting Miz Cunningham," answered the cub who then spun around to face his boss, "Where's Baloo?"

"He's outside with Wildcat. So got any homework?" she asked.

"Nope! That was the one good thing today," he said.

"So nothing else good happened?" Rebecca asked, suddenly concerned that the boy had had a bad first day.

Kit saw the concern in Rebecca's eyes and realized that she may have misinterpreted what he had said. "I mean that the day was just a typical school day like the ones that I remembered, that's all."

"Oh OK, so make any new friends?" she asked kindly.

Kit felt himself blush, "Uh not exactly…but it's just Monday!" he added cheerfully.

Rebecca was relieved by his answer. She had begun to worry that he had had a rough day and had been treated poorly as a new student. She knew that kids could be cruel to each other and she couldn't begin to even imagine how Kit's life had been when he was in the orphanage. She shuddered when she thought of how he had lived on his own and then with Don Karnage and his merry band of brutes. She knew he hadn't had much of a childhood and so she wanted him to have a good school career. She looked warmly at the young cub and smiled as he sat there in his worn green sweater and red and blue ball cap. She noticed that he had a comic book with him.

"Well that's great that you sound optimistic about school. I guess I better let you get to your comic," she said.

The door opened and Wildcat and Baloo walked in. Both were covered in soot.

"What happened to you two?" said Rebecca in alarm.

"Aw its nothing boss, the _Sea Duck _just has a little cold. The engine coughed on us," Wildcat said as he put his hands around his neck, "The engine was saying, 'Please help me, I'm all clogged up! Cough Cough! I got a blockage!"

"Yeah, the port engine was clogged. I think it was from all that soot that was coming outta that volcano I passed on the way back," said Baloo who pulled out an ice cream cone from the freezer.

"You took the plane over a volcano?" Rebecca said in amazement, "That's crazy! Why didn't you go around?"

"Cuz it was quicker to go over it. Besides I've done it a million times!" said the bear.

"Oh great, I can just see the insurance going up!" Rebecca said.

"You know what yer problem is Rebecca? Yer too serious all the time, you need to relax and stop worrying…I'm an expert!" Baloo said.

_You're an expert? So that's why your business was failing, _she thought.

"So how was the first day of school Kit?" Baloo asked as he finished off the ice crème cone.

"It wasn't bad except for the math problem…and the kid who ran into me," said the boy.

"What happened with the math?" asked the pilot.

"Mrs. Morrisey had me get up and do a problem on the board, and well, uh I didn't do so hot," Kit said.

"I never did get those fancy numbers. I was always better at recess," said Baloo.

"Well luckily I don't have any homework!" said the cub.

"No one should have to do homework," Baloo said. He leaned closer to Kit and continued, "Let me tell you what you need to know to be successful Kit: A school can teach you fancy things but it can't teach you how to live life and get by in the world. I didn't need all that fancy education and look where I'm at today."

Rebecca rolled her eyes at Baloo but Kit just smiled. The pilot was right, after all he had learned a lot by living on the streets and no school could really teach him what life was like. He had experience. Maybe this school thing wasn't for him. He'd have to go because the judge said he had to, but was it really that important? Was school all it was cracked up to be? _Probably not, besides if Baloo can make it in life without obsessing over school then so can I! _Too bad the cub's sharing of Baloo's school outlook would come back to bite him in the tail.


	3. Friends in Need

**Friends in Need**

_"A friend in need is a friend indeed"-Unknown_

Rebecca stood on the pier and watched in amazement as Wildcat repaired a vacuum cleaner with little effort. She looked into the open door of Wildcat's little place of residence and watched the mechanic repair her broken vacuum. The lion was a bit of an oddity to her. She knew he could fix anything that you put in front of him, but that wasn't what was odd about him. Wildcat appeared to always be clueless about the majority of things and he had a child-like persona. Despite this she knew he was the best mechanic around. He had a knack for solving even the most difficult technical problems.

"Here ya go Rebecca! It's all fixed up!" said the mechanic.

"Wow Wildcat, you fixed it in a couple of minutes," she said.

"Oh it was nothing and if you thinked your vacuum sucked before just wait to see how much it sucks now! Wildcat said cheerfully and completely oblivious as to how his words sounded.

Rebecca forced herself to stifle a laugh.

A few minutes later she asked Baloo about Wildcat.

"OK Baloo, tell me the deal about Wildcat," she asked.

"The deal about what?" asked Baloo who was loading up some crates that were marked for the Banana Republic.

"Well um, I was uh, wondering why…" she said and trailed off.

Baloo realized what she was going to ask and said, "You want to know why Wildcat is like he is right?"

"Yes that's it," Rebecca answered.

"Well me and Wildcat go way back, me, him, and Louie all grew up together, said Baloo, "Now we wuz working for a guy named Professor Ravenwood, a real great guy with a real good girl, anyway he designed airplanes and I did some flying for him and Wildcat did the fixin'. One day Wildcat was fixin a damaged propeller and he was fiddling around with the wiring and the darn thing started up and well…there's a reason why he always wears that visor and why he combs his mane the way he does…"

Rebecca gasped as she realized what had happened to Wildcat, "Oh my God, that's terrible!"

"He was out cold for a couple days and then when he woke up he was a little," Baloo paused as if searching for the right words, "Well, that's why he's like he is. The doctors said he was gonna be like he is now for the rest of his life, but it doesn't stop him from living. As a matter of fact he doesn't seem to notice anything is wrong with him."

"He's a mechanical genius," she said.

"That he is, and he'll always do his job. He's a great guy and a great friend, we're lucky to have him around," said Baloo.

Rebecca looked out the window and saw Wildcat greasing up the fittings on the _Sea Duck's _pilot's side door. She saw how dedicated the lion was to his job and to his friends and she smiled.

Kit stared down at the division problems that he had copied from the board and onto his paper with confusion. He knew how to add and subtract but this long division had him at a loss. They were harder than the multiplication problems that he had earlier in the class. The main problem was that these questions required too much work. He had to carry out several steps just to get to the answer which in most cases dragged on past a decimal point. He had 10 questions to answer by 11:50. After that Mrs. Morrisey would call for volunteers to write out the problems on the board. It was 11:25 and Kit had only answered 3 questions. He glanced across the table and noticed that Tommy Pachydermopolous was almost finished with his problems. The elephant seemed to be a math wiz. Kit looked back at his paper and began to the process to determine the answer of 456 divided by 30. 12:00 and lunch time wasn't coming quick enough.

"Are you understanding the questions Kit?" asked Mrs. Morrisey.

"I think so, but isn't there a short cut or something so I can get this done faster?" asked Kit.

Mrs. Morrisey gently laughed, "My heaven's Kit, there is no short cut in long division. You just have to apply yourself to the problem and then you can find the answer.

As the teacher moved on to another student Kit thought to himself, _Forget all this drug out stuff! There's more to life than long division!_

11:50 came and went and Kit was thankful that he hadn't been called up to write out his answers. He filed out into the hall with the rest of the herd and made his way to the cafeteria. He had an hour for lunch/recess and then it was back to Mrs. Morrisey's for history.

After eating his lunch, Kit was invited to play a game of dodge-ball. This was the first time that the other kids had said anything to him and so Kit had accepted the invitation. There were about a dozen kids in the group with two of the kids on the outside of the circle. These two, a large hippo named Felix Hipp and a gangly ostrich named Chip Ostreicher were hurling a red cherry ball into the center of the circle. Felix's throw crashed into the arm of a small rabbit named Sam Hopson who immediately left the circle. A throw from Chip came Kit's way but was intercepted by an athletic, yellowish-brown bear cub named Teddy Bearinsky. Teddy came out of Kit's peripheral view, leaped into the air, and snatched the throw from the air. He turned and ran out of the circle and was immediately replaced by Chip.

"See that's how it's done!" said Teddy with a voice full of cockiness.

A couple of girls, a bear and a badger, swooned over the athletic Teddy. Kit had gleaned that Teddy was the most athletic boy around and was the object of affection for most girls. The self assured cub pretended not to notice his fans, who in turn tried harder to gain his attention. Teddy then threw the ball with all of his might…right at Kit.

Kit saw the ball hurtling toward his face and he quickly jumped up. The ball struck his mid-rift and instantly he wrapped his arms around it.

The cocky look on Teddy's face vanished as he saw the new kid leap and catch his ball in mid air. It wasn't everyday that someone caught a Teddy Bearinsky throw. The new kid trotted out of the circle and took up a position next to Teddy.

"That throw had a lot of juice on it! I almost didn't keep a hold of it!" Kit said cheerily.

Teddy took Kit's genuinely friendly attitude as an offense and replied, "You got lucky, won't happen again!"

Kit watched as Teddy reluctantly ran back into the circle. "What's he so ticked off about?" he said to no one in particular.

"That's Teddy Bearinsky!" said the girl bear fan of Teddy, "He's such a dream!"

"Gimme a break," Kit said under his breath and shook his head. _This guy's got his own fan club!_

The game continued and Kit eventually had a ball intercepted by Chip Ostreicher. He now found himself among an ever dwindling number of targets. Soon it was only Kit and one other kid: the hyena from the day before. The hyena had been recruited to play and now the two newest kids were the only remaining targets. It seemed like an odd coincidence that it worked out this way, but as Kit was soon to realize, it was _no _coincidence.

A few minutes after the dodgeball game had begun a tiger and a panther had walked up to watch and had noticed that the two new kids were playing.

"Hey there's that little comic book readin twerp!" said the tiger.

"And the kid in the green sweater and backwards cap is his friend!" said the panther.

"He tripped you up didn't he?" asked the tiger.

"Yeah and now I wanna make him pay!" said the panther.

"I got an idea," said the tiger, "Let's go play!"

Before the other kids had been knocked out of the game, Kit had noticed that there were two newcomers. It was the tiger and panther from the day before. _Oh great, I wonder what's gonna happen next, _he thought.

The hyena noticed the two bullies at the exact same time that Kit had. He looked around and watched as the tiger and panther took up positions on opposite sides of the circle. He and the ball cap wearing bear cub were now trapped inside the circle.

"You know Baloo, I was thinking up some ideas on how to improve our business," said Rebecca.

Baloo cringed at the thought of another Rebecca scheme to make more money. Her first scheme came just a day after she had shown up and it involved a new paint job for the _Sea Duck _and a ridiculous pair of uniforms that made he and Kit look like a pair of soda jerks.

"Yer not gonna make me dress up again like some soda fountain jockey or hotel doorman again are ya?" asked Baloo.

"You never did explain what happened to them. Those were nice uniforms!" said Rebecca chastisingly.

"We ditched em'," answered the pilot.

"Why on Earth would you do that," Rebecca said angrily, "Those were nice new uniforms!"

"Nice? They made me and Kit look like a coupla saps!" said Baloo.

"Saps? No they didn't, they made you two look good!" she said.

"HA! If that's yer idea of looking good then I'd hate to know what yer idea of looking bad is!" said Baloo.

"Baloo, those cost money, so did the whole paint job. You're lucky the air pirates messed up the paint job, but the uniforms, well now that was negligence on your part!" Rebecca said angrily.

"So sue me Rebecca," he answered.

Rebecca glowered at the pilot and then calmed herself by mentally counting to 10. She took a deep breath and said, "OK, I admit it…the caps with the propellers did make you two look childish, but that's no reason to throw them away."

"Well don't waste money on anything like them again," said the pilot, "Maybe if we work together we can drum up more business. Then again, we've been doing pretty good the past week."

"Still, we need to stay ahead of the pack," said Rebecca.

"OK, so what're yer ideas?" he asked.

The red cheery ball came streaking toward Kit's face. The cub dropped to the ground and the ball hit thin air. He stood up and saw that the panther had recovered the thrown ball and now grinned menacingly at him.

"I toldja I'd see you in school!" said the panther who hurled the ball straight at him.

Kit jumped to the right and the throw sailed passed him.

The tiger retrieved the ball, aimed directly for Kit, and prepared to throw the ball. Suddenly the tiger swung around and launched his ball right at the hyena. The throw caught the hyena off guard and knocked him to the ground.

"Gotcha you little twerp!" shouted the tiger.

The hyena sat up and saw that the ball was rolling slowly by his feet. He grabbed it, stood up, and hurled it with all of his might right at the tiger. The tiger wasn't expecting the throw and ended up being beaned between the legs.

"OOOOFF!" gasped the tiger as he doubled over and went to the ground. The other kids who had been watching the game erupted into laughter.

"Hey Dwight, you OK?" asked the panther.

Dwight the tiger slowly stood and fixed an angry glare at the hyena, "Yer gonna pay!" With that he moved toward the hyena.

Kit watched as the little hyena stood rooted to the spot as the bullying tiger approached him. Although Kit didn't know the hyena he readied himself to jump to the boy's defense. Then the bell rang signaling that recess was over and that it was time to return to class.

"Recess is over!" shouted a female lamb teacher, "Everybody back to class!"

The tiger stopped and looked the hyena in the eye. "This isn't over!" Then he turned and walked away.

Kit watched the bully move off and then felt someone bump into him with enough force to spin him around. He turned and looked and saw that it was the panther. The white shirt wearing panther flashed him an unfriendly smile and walked off to join his fellow bully.

"Who are these guys?" Kit asked to no one in particular.

"That's Dwight Clawson and his buddy Keith Blackwell, their trouble and trouble's found you," said Tommy Pachydermopolous.

"Trouble has a bad habit of always finding me," Kit said to himself.

The rest of the school day progressed normally and Kit began to find himself settling in to school which was surprising to him seeing that it was only his second day as a student. Everything he remembered about the school at the Freeport Children's Home was coming back to him although he still wasn't wild about being here. He hadn't been flying for four days and he was itching to get back into the air. All of this school stuff was beginning to interfere with important stuff. To top it off he had math and writing homework.

"How's a guy supposed to do anything when there's all this homework?" he asked himself.

The bell that signaled the end of the day rang and Kit raced out of the room and down the hallway toward the stairs. Suddenly he tripped over something and went flying. He crashed into the floor and slid to a stop.

"Have a nice trip?" came a mean sounding voice.

Kit rolled onto his back and looked behind him. Keith Blackwell stood with his arms folded across his chest and a smile on his face.

Then someone shouted, "Hey let me go!"

Kit looked to his left and saw the hyena being yanked up by his overall straps. He was at the mercy of Dwight Clawson.

"Not a chance!" said Clawson who held the smaller hyena around for all the kids in the hall to see. "You shouldn't have pushed me loser!"

"And you shouldn't have taken my comic book you sonofabi…!"

The tiger looked as if he'd been slapped in the face, "What did you call me?"

"I called you a son of bi-OOF!" went the hyena as he received a blow to his gut. The hurt boy curled into a ball then went limp.

The tiger dropped the hyena to the ground, pointed at him, and said, "DON'T YOU EVER CALL ME THAT AGAIN!"

By this time Kit had had enough. All bullies were the same, they craved attention and the only way to show them up was to give them attention. He stood and rushed at the tiger. He caught the tiger off guard and knocked him to the floor which such force that they slid a few feet and stopped. Suddenly the crowd began to cheer Kit on.

"Way to go!" shouted a tall girl cheetah.

"Yeah buddy!" yelled a small dog.

"Hey Dwight, you don't look so tough now!" said a portly pig.

Dwight sat up in a daze. The blow that Kit had delivered had knocked the wind out of him. He'd never had anyone do that to him.

"Hey Clodhopper!" shouted someone.

Kit looked over his shoulder and saw Keith coming toward him. The panther looked like he was getting ready to kick Kit like a kicker would kick a field goal. Keith drew his leg back and prepared to deliver his kick to Kit's face. Then he went airborne. Someone had stuck their hands out and caught his legs and now he was flying toward the ground!

Kit saw Keith sailing toward him and quickly rolled to his side to let the flying boy go by. Dwight's eyes went wide as his friend flew toward him, "Oh shi…" was all he could get out before Keith landed on him.

The crowd of kids went wild as they saw the bullies collide. The noise in the hall attracted the attention of several teachers and a janitor who rushed out to investigate the ruckus and caused kids to scatter in the process.

The hyena ran to Kit's side and said, "Good thing you moved outta the way, otherwise you'd been clobbered!"

"You tripped him up?" Kit asked.

"It was that or let him kick you for a field goal!" said the hyena who wore a big smile of satisfaction on his face. The boy had a pair of reddish spots of fur on his face, one on each side that made him look like he was perpetually blushing.

"The four of you!" shouted a loud voice, "Get to my office now!"

Kit looked and saw Mr. Pomeroy standing with his hands on his hips. The principal had just happened to be going up the stairs and had followed the rowdy sounds of the kids. He was startled by the scene that played out before him as two well known bullies had been upstaged by the school's two newest pupils.

"I think we're in trouble," said the hyena.

The hands of the hulking track and field coach/shop teacher found their shoulders and yanked them back toward the stairs while the assistant football coach did the same for Dwight and Keith.

"Let's go!" said the principal.

As they were led away Kit looked over his shoulder and said to Keith, "By the way, it's _Cloudkicker!_"

Thankfully for Baloo, Rebecca's two money making ideas weren't as bad as he had thought. The first was a business card that she had had printed up specifically for her employees to disperse to different businesses and any other places where potential customers would be. The small cards had a sky blue background with the _Sea Duck _and a trail of white exhaust that formed the words **Higher for Hire**. Rebecca's name and business phone number were listed on the bottom of the cards. Admittedly, they weren't bad. The second idea was a **Two for Tuesday **deal that would let a customer ship two crates for the price of one. There was a small catch to this however in that there had to be a minimum of 10 crates or 1,000 pounds. Baloo figured that this option would bring in money despite the catch seeing as most hauls had over 10 crates.

"I got to hand it to you Rebecca, this isn't a bad idea," he admitted.

"See you don't always have to cringe when I have an idea Baloo," she said.

The phone rang; "Higher for Hire, bring'em by, we make'em fly!" Rebecca said cheerily.

Baloo laughed at Rebecca's little jingle, then he stopped laughing as he noticed the look on her face change from friendly to concerned.

"What do you mean he got into a fight? Is he OK?" she asked.

"A fight?" Baloo asked her.

"Hold on one moment please," Rebecca said. She covered the receiver with her hand and said to Baloo, "Kit got into a fight."

"Gimme the phone," Baloo said. Rebecca handed him the phone and he said, "This is Baloo Bruinwald, I'm uh, I'm Kit's guardian."

From her desk in the elementary school's office, Miss Largent spoke: "Ah Mr. Bruinwald, I remember you from yesterday. Kit and another boy got into a tussle. They and two other boys are here in the office. As per district policy we are to inform the parents…and guardians that they need to come and pick up their children."

"Is Kit alright?" Baloo asked not caring about school district policies.

"He looks fine to me," answered the secretary.

Baloo breathed a sigh of relief, "I'll be on my way."

As soon as Kit and the three other boys were led into the office, Mr. Pomeroy ordered them to stand still in front of his desk. He sat down and addressed the four.

"First of all, all four of your have disappointed me. You have broken school rules and have caused a major disruption, not to mention that you have caused emotional and physical distress to each other. Second," he paused and looked to Dwight and Keith, "You two don't learn do you? You just can't keep your hands off of others. Bullies are not tolerated in _my _school. One week suspension and two additional weeks of after-school detention."

"But Mr. Pomeroy!" pleaded Dwight who was cut off by the principal.

"Don't 'but Mr. Pomeroy' me young man! You have been warned in the past of your behavior and now you can pay the penalty. And as for you Mr. Blackwell, I am sure you're parents will be less than pleased to know that you've been acting up."

Keith began to tremble. His old man had no patience for any trouble makers and wouldn't hesitate to put the old belief of sparing the rod spoiling the child into action.

"What about these guys? They did stuff too," said Dwight accusingly.

"Watch your tongue Mr. Clawson," said the principal, "Their going to have three days suspension seeing as this is their first violation. Suspension plus a 5 page essay on 'Why it is important to obey the rules' due on Monday."

"Five pages? That's a lot," said the hyena.

"Make that ten pages for you Mr. Spiller," said Pomeroy who turned to Kit, "Is five pages sufficient Mr. Cloudkicker or shall we go to ten?"

"Five is good," said Kit. _Good thing the hyena opened his mouth and not me!_

The Principal's phone rang, "Yes? Good, go ahead and send in Mr. Clawson's mother."

With that the other three boys were sent to wait outside.

Kit now found himself sitting right next to the hyena boy. The boy appeared to be totally unconcerned with the situation and wore a smirk on his narrow face. The boy turned to Kit, stuck out his paw, and said, "Name's Ernie Spiller."

Kit shook the boy's hand, "Kit Cloudkicker."

"Oh so it's not _Clodhopper _like Keith said," said Ernie.

Kit laughed, "Nope, just Cloudkicker."

"Your pretty tough," said Ernie.

"You're pretty quick with your hands," replied Kit.

Ernie smiled, "These jerks picked the wrong guys to mess with!"

"All of this over a comic book," Kit said.

"Not just any comic book!" said Ernie, "It's the new issue of _Bullethead!"_

Kit was familiar with the jet-pack wearing superhero. He used his spare change to by the comic along with _Flyboy._

"Good thing you jumped in when you did though, I don't think I could've gotten em' both myself," said Ernie.

Kit had realized that he was in this mess all thanks to Ernie. "You know, if it wasn't for you, I wouldn't be in this mess!"

"Hey, yer the one who tripped the panther up!" said Ernie.

"Like I coulda gotten outta his way!" said Kit.

The hyena smirked again, "Well, if it wasn't for me then you wouldn't be all hot stuff now for knocking Dwight over."

Kit looked at the hyena, who had folded his arms across his chest in a smug pose, and thought to himself, _if it wasn't for you then I wouldn't be in trouble right now!_

"Oh and by the way, we got three days suspension so you don't have to go to school!" added Ernie.

Kit's ears pricked up, Ernie was right, he now had three days off and knowing Baloo that meant that he could get back into the air.

"Ah Mr. Bruinwald, back so soon I see…What a surprise," Mr. Pomeroy said icily.

Baloo took off his red cap and said, "Kit was only sticking up for himself and the other kid against those bullies."

"True, but we have rules here and both Kit and the other boy broke those rules. I am giving Kit three days suspension as well as a 5 page essay. Make sure that he gets it done by Monday."

"Don't worry about it Pomeroy, I'll make sure," said Baloo who turned to leave.

"It's _Mister _Pomeroy!" said the irate principal.

"Well Kit, ready to go?" asked Baloo.

Kit looked up from his seat on the waiting room's sofa and said, "I guess you know about the suspension and the essay."

"Don't worry about it we've got an all day cargo run tomorrow!" Said Baloo who smiled as Kit's expression lit up.

As they left the office Ernie's mom arrived and went to her son, "Ernest! Are you alright? I came as soon as I heard."

"I'm alright Ma," said Ernie who cringed at the sound of _Ernest._

Mrs. Spiller turned to Baloo and Kit and said, "I guess your boy got my son in trouble, you should do something about this!"

Baloo felt his anger rise, "Now wait one minute lady…"

Kit spoke up, "I just got caught in the middle!"

"What?" Mrs. Spiller said but was interrupted by her son who jumped off of the sofa and ran to her side.

"It's not Kit's fault Mom, the bullies were after me and one accidentally ran into him and they thought he was trying to help me," Ernie said, "And today he jumped in and helped me out."

Ernie's mother blushed, looked at Kit, and said, "Oh my, well I um, I'm sorry young man for blaming you. I guess I just got caught up in the moment."

Kit smiled and said, "It's no problem. Ernie just needed some help!"

She smiled warmly at Kit and then said to Baloo, "You have a very helpful boy."

"He's a great kid!" Baloo answered.

Ernie made eye contact with Kit and winked at him.

"Thanks!" Kit said to Ernie. The boy had just saved his chops from a big misunderstanding.

"This is so nice," said Mrs. Spiller, "Maybe our boys can be friends. Ernie is new here and doesn't have any friends."

"MA!" cried Ernie.

"Kit's new here too," said Baloo.

"Well I guess I'd better go see Mr. Pomeroy," said Mrs. Spiller who thanked Kit and Baloo and went into the Principal's office.

"Thanks for saving my fur!" Kit said to Ernie.

Ernie grinned, "Thanks for saving my hide!"

"Rebecca says I shouldn't be letting you come fly with me after the fight," said Baloo.

Kit looked from the side window to his Papa Bear and said, "Think she'll get mad at you for letting me come along?"

"Haha! Like that's gonna stop me. You wuz just stickin' up for yourself and that other kid, what's his name?" asked Baloo.

"Ernie," replied Kit.

"Right, Ernie. Rebecca did say that it was nice of you to stick up for him," said Baloo, "Hey don't you gotta essay or something?"

Kit sank into his seat and looked sheepishly at Baloo, "Uh well…"

Baloo let out a hearty laugh, "Don't you worry Lil Britches, don't do today what you can do tomorrow!"

"If that's the case Papa Bear you think I can catch some air?" Kit said.

Baloo looked at the mischievously grinning kid and winked.

The wink was all Kit needed to get him up and off toward the back of the _Sea Duck._ Baloo pressed the ramp control and Kit jumped out with the tow rope in one hand and with the other he fished out his air foil and clicked it open. The cub planted his feet and leaded back. He swayed himself to and fro and proceeded to do a complete 360. Baloo took the plane lower toward the sea, close enough to where Kit could see the white caps of the waves and several dolphins that were riding the surf toward their destination of Moola-Boola. Kit looked ahead and could see the tropical island and its towering volcano rapidly approaching. It was time to get back inside.

"Ah Baloo ol' buddy how goes it?" asked an overall wearing rabbit with a light blue scarf and a ball cap.

"Not bad Bobo," said the pilot who extended his hand out to the rabbit.

The rabbit shook Baloo's hand and then looked at the two folded $1 Dollar bills in his hand. "Local government raised the docking fees again. It's another coupla bucks."

Baloo smirked and then reached for his wallet. He withdrew two more bills and handed them to the rabbit. "Here ya go."

"And…," said Bobo, "The price of fuel went up 5 percent so I'll need that too so I can get you fueled up."

Kit watched as Baloo handed more money to the rabbit and was amazed that Baloo kept giving him money.

Bobo noticed Kit's expression and said to the boy, "Supply and demand son. When the price of one thing goes up, then everything else goes up too! It's the nature of the game."

A few minutes later Baloo and Kit had uploaded a shipment of fruits and now enjoyed some burgers and fries from a small, dockside restaurant.

"Baloo why is it that you just gave up all that money to that guy?" Kit asked.

"Bobo's a hustler and on this island you have to be. He's right about supply and demand. That's one lesson you probably won't learn in that school of your. At least I never learned it," said Baloo who added, "I figured you knew that already.

Kit swallowed a bite of his burger and said, "I know about supply and demand from," he paused. He almost said that he had learned it when he was living on the streets, but decided not to go into that. "I know how that works, but if he's your friend then why did you let him hustle you?"

"He and I go way back and its pretty much a little game that we play," said Baloo.

Kit looked at his friend and said, "I noticed that you don't hold school up real high."

"It had its moments but like I toldja, it can't beat real life experience." Baloo looked at his wristwatch and said, "We better get a move on. I promised Rebecca I'd get ya back early enough so you could start your essay."

"So much for 'don't do today what you can do tomorrow' "Kit said sarcastically.

A lot of excitement happened during the days before Kit went back to school. Rebecca hired Kit to watch Molly for a few hours while she and a very reluctant Baloo went out shopping. Rebecca figured that if Kit was suspended for a few days that he could help her out by babysitting her daughter. Kit jumped at the idea as a way to prove himself as a responsible person to his boss. However babysitting proved to be a lot more work than he imagined. Molly had turned out to be a rambunctious child who insisted on jumping off of a piece of furniture and landing right on top of him. A side trip to the Corner Store for ice cream turned into a race to catch up with the girl as she and her little red wagon rolled down toward the bay. In an unfortunate turn of events, his old comrades Maddog and Dumptruck had shown up in a small submersible. And if _that _wasn't crazy enough, a giant squid had snuck into the bay and proceeded to climb up the side of Rebecca's apartment building. It caused a lot of damage to the apartment and knocked Kit out onto a ledge as he tried to call for help. Thankfully Baloo had shown up and together they had dumped the large,Frosty-Pep loving, cephalopod onto the pirate sub. His babysitting job had become a fiasco and he was certain that Miz Cunningham would be upset with him. To his surprise she was very happy for him being so brave and saving her daughter and was quick to let him know that she would like him to babysit Molly again. Of course given the circumstances of his first babysitting gig, he planned to hold off watching Molly for a little while.

"Hiya Kit!" said Ernie who plopped down next to Kit at the lunch table.

"Oh hi Ernie," said Kit with a little hesitation in his voice. The hyena was nice enough, but Kit was a little wary of associating with him because of the incident of the last week.

"Get yer essay done?" Ernie asked.

"Yup, how about you?" Kit replied.

"I finished it right before I came here. Darn thing took me all weekend," said the hyena.

"At least you go it done," said Kit.

"What are you doing after school?" asked Ernie.

"Nothing that I know of," answered Kit.

"Good! Let's go to the Malt Shop!" said the hyena.

"Uh well," Kit began but was cut off by Ernie.

"I went there the Sunday before I started school. They got really good malts and stuff!" said the hyena who wore a big smile on his face.

Kit sighed lightly and figured that the boy wasn't all that bad and that it wasn't exactly his fault that he got into trouble. Maybe Ernie would be a good guy to hang out with so why not go along with him. "OK, that sounds good!"

Ernie smiled, "That's swell! I'll meet you in the hall after class!"

Kit and Ernie sat at a window-side table in the Malt Shop and enjoyed their beverages. Kit's was caramel and vanilla while Ernie had a chocolate one. The corner shop was a popular place for the students of the nearby Cape Suzette Elementary School. The checker-floored hang out was teeming with kids as well as a few adults who stopped in for a cold drink once their work shifts had ended. Kit liked the place the moment he had set foot in it and _loved _it as soon as he tasted his malt. This place had the best stuff this side of Louie's.

"Good thing I came with you Ernie, this place is great!" said Kit.

"Glad you came along Kit," said the hyena. "Sorry about my Mom getting mad at your Dad the other day by the way. She jumps to conclusions a lot."

"It's OK," Kit said. He got quiet as he realized that Ernie thought that Baloo was his dad. "Actually, Baloo isn't my dad."

"Is he your step-dad?" asked Ernie a little hesitantly.

"No, he uh, he's my guardian," said Kit.

Ernie furrowed his brows and then said questioningly," Guardian?"

Kit sighed, how would he explain this one? "Baloo has guardianship of me, it's a form of custody."

"So he's not related to you?" asked Ernie.

"It's a long story," replied Kit.

Ernie smiled, "You got somewhere to be?"

"Um, no not really," said Kit.

"Let's hear it," said the hyena.

Kit got quiet and thought out what he was going to say to the hyena cub. He had only known the boy for a day and wasn't 100 percent sure what to make of him, but he figured that he needed to make friends his own age if he was going to have a 'normal' childhood. Besides, from what Ernie's mom had said, Ernie didn't have any friends.

"OK, but you might not believe what I'm going to tell you," said Kit.

"Try me!" challenged the hyena.

Kit took a deep breath and began…

"A shipment of Fandango Mangoes to Hyena's Port, 4 crates of medical supplies to a village in Patagoita, a case full of prescription glasses to Myopia, and off all things a statue to a wealthy woman in Pazuza," Rebecca said.

"It'll be a busy week," grumbled Baloo.

"How often did you have a schedule like this when you ran the place Baloo," asked Rebecca.

"I never did. I liked to space my jobs out," answered the pilot.

Rebecca laughed.

"Whatcha laughin for?" asked Baloo.

"It's a business attitude like that that doesn't make money," replied Rebecca.

"Is money all you care about?" asked Baloo.

"No it isn't, but it's what keeps a roof over Molly's head and puts food on our plates. Besides Baloo, it keeps you Wildcat and Kit employed," Rebecca said. "Speaking of Wildcat, where is he? I haven't seen him all day."

"He's out looking for more parts for the _Sea Duck," _said Baloo.

"Where'd he go and why didn't he mention it to me?" Rebecca asked.

"He's at the scrapyard and as for not telling you, he just does things. He's, whats that word, protective?" said Baloo.

Rebecca laughed, "You mean _proactive."'_

"Yeah, that too," said Baloo.

Ernie kept quiet as Kit spoke and as soon as the bear cub had finished the wide-eyed hyena cub said, "No way! You mean to tell me that the two of you stopped the air pirates! That's unbelievable!"

"You don't have to believe me," said Kit who never expected to be believed.

Ernie stuck his hand out.

Kit looked at Ernie's outstretched hand and asked, "What's that for?"

"I want to shake the hand of the guy who saved Cape Suzette!" said Ernie. "I saw what you guys did and heard about it on the radio although they didn't mention your names!"

Kit hesitantly stuck his hand out and shook Ernie's hand. "Look, don't go telling everyone what I said OK?"

Ernie looked at Kit with an odd look and said, "OK, but why don't you want me to say anything?"

"Well it's, uh well I uh, you know uh," stammered Kit as he struggled to find the words.

"Spit it out Cloudkicker," Ernie said with a smile.

"OK, I'm just trying to be a regular kid. I don't need all the attention," said Kit. He had told Ernie about how he had never known his parents and how he had lived in the orphanage as well as his life on the streets and his and Baloo's battle against Don Karnage and his air pirates. Kit had, however, left out the fact that he spent time as an air pirate.

Ernie regarded Kit with a blank expression for a moment and then smiled, "That's OK Kit I see where you're coming from. I won't tell anyone. If there's one thing you can trust Ernie Spiller with its keeping a secret!"

"Thanks Ernie, I mean it," said Kit.

"No problem partner," said Ernie, "But you're not the only one who did something the night of the attack!" And with that Ernie told his story…

_The night of the Air Pirate Invasion-_

The night of Don Karnage's attack on Cape Suzette, 12 year old Ernie Spiller was busy disobeying his parents by being out of the house at night. The cub had been acting up since he heard that his parents were moving across town. He was told that he they would be moving shortly after the New Year and that he would begin school at Cape Suzette Elementary after Christmas Break. Ernie wasn't pleased with this seeing as he'd have to leave all his friends behind, actually his _few _friends, he wasn't exactly a popular kid at school. He had a couple of friends who shared his interests in comics, but he was by and large just another face in the crowd. He didn't like the fact that he had to move from the house he spent his life in, but his father took a city job with the Cape Suzette Port Commission and this facilitated the Spiller family move to an area closer to the bay. The move didn't set to well with Ernie who decided to vent some steam and go out downtown without his parent's permission. He knew his way around downtown fairly well because his parents often took him along for day excursions so he figured that nothing unforeseen would happen. The night started out typical enough, but Ernie and the rest of Cape Suzette were soon t be in for the surprise of their lives.

Ernie heard the faint rumblings of the cliff guns but didn't think anything of it. He knew that the gun crews scared off the occasional pirate but he was too preoccupied with the model train display in the window of Richelieu's Department Store. He thought that it would be something to hint at to his parents as a Christmas present. As he was watching the train pass under a bridge a new sound caught his ears. It was the sound of something big exploding. The startled cub spun around and saw an eerie orange glow from the cliff tops. To his amazement he saw a bolt of lightning streak down from the fog and hit the cliffs. The remaining cliff guns were firing wildly up into the fog and were quickly destroyed by additional lightning strikes. Soon an ominous sight emerged from the fog: a huge flying vessel entered the harbor. It could be only one thing: Air Pirates!

By now hundreds of people stood in the streets and watched as the pirate flagship crept closer to the city. In a matter of moments a group of fighter planes from the air base approached the great ship and opened fire. Over half of the planes were knocked out of the sky in seconds and the remaining planes scattered in different directions, having inflicted little to no damage on the ship. A few minutes later the ship hovered over the city and a voice called out from it:

"Attention, attention, hello wonderful people of Cape Suzette! Allow me to introduce myself; a man who needs no introduction: I am Don Karnage! For years I have tried to visit your fair city… But you have always shooted at me! Ahem, however now that I am here, you will hand over all of your valuable knickity-knacks to me. Okey-dokey? I didn't hear a yes…"

A sinking feeling developed in Ernie's stomach as the words sunk in. All around him people began to flee in panic and terror. The most feared people in the Pacific headed by their megalomaniacal leader had just annihilated the city's defenses and now were poised to plunder the entire city. The people of Cape Suzette were now at the mercy of Don Karnage and his minions.

A moment after Karnage finished introducing himself, a flash of lightning swept out of the pirate ship's open beak and slammed into a high rise. Flames erupted from the superstructure and debris rained down on the helpless people below. All around Ernie people screamed in abject terror and ran searching for cover. But the young hyena stood rooted to the spot. He couldn't bring himself to move. The scene unfolding above both terrified and captivated him. He watched as three more planes were blasted from the sky. Their pilots slowly drifted down on parachutes. Another loud explosion rocked a building less than a hundred yards from him and caused Ernie to snap out of his trance. He looked around and saw another bolt take out a bridge that was even closer to him than the building that was just hit. The strikes were getting closer. The cub took off at a sprint toward a subway tunnel and just missed getting pulverized by another hit that slammed into a bank. There was rubble and dust falling everywhere and it covered Ernie and turned his orangeish fur to a pale gray. He hacked up dust and jumped down the subway steps. He stopped halfway down and then went back up. He laid down on the steps and watched as the pirates began the next phase of the attack.

Ernie watched as the bomb bay doors of the _Iron Vulture _opened up and dozens of pirates rappelled down ropes into the city. The pirates stormed banks, jewelry stores, art galleries, and any other place that contained valuables. The pirates raged across town at will and easily overran the police who were overwhelmed by the sudden onslaught. It was pandemonium in Cape Suzette and there didn't seem to be anything that anyone could do to stop it.

Screams and cries for help caught Ernie's attention. The boy gazed across the street and caught sight of a couple of people who were half buried in the rubble of a building. No one was helping them. Something inside the boy clicked at that moment and he made the decision that he was going to do something about this. He may be just a boy in the middle of a disaster, but he had to do something. The cub sprung to his feet and ran toward the struggling people.

"Hey I'm here, don't worry!" said Ernie as he reached the half buried people.

The bloody face of a female badger peered up from the rubble. "Help me," she croaked.

Ernie immediately began to uncover the wounded woman. He dragged her to the sidewalk and propped her up. "Are you OK? He asked and then realized that he asked a question with an obvious answer, "What can I do for you?"

The woman looked up at him and said, "My daughter!"

Ernie gazed at the pile of rubble and jumped to his feet. The hyena dug and dug until he saw the curly hair of a little girl. She must've been 4 or 5 and looked up at him with wide, teary eyes. He looked at her and smiled. "Don't worry, I'm here to help!"

Ernie pulled the little girl out and carried her to her mother.

"Oh my baby!" said the hurt woman, "Oh thank you, thank you so much!"

Ernie blushed, "Uh, no problem!"

Sounds of more wounded caught Ernie's attention and the boy ran to help others. A few other uninjured people slowly crept out of the subway and joined Ernie in his efforts.

Ernie helped free four others before a pair of pirates ran down the street and charged into a jewelery store.

"Pirates!" screamed a lady dog.

Ernie and the others scattered for fear of being attacked. The cub ran down an alley and looked up at the sky. The _Iron Vulture _hovered there like some sort of winged predator that hunted for its prey. The ship had stopped firing its lightning weapon almost 10 minutes ago, _Why did they stop firing? _He wondered. A couple of minutes later something caught his eye. On the beak-like prow of the ship he could make out a group of figures. Suddenly someone fell from the vessel.

"OH MY GOD!" said Ernie as he watched a tiny figure plummet toward the waters of the harbor. He tracked the figure's rapid descent and then watched in amazement as the figure was snatched out of the air by a speeding yellow plane. "WOW," was all he could say.

After the pilot had made his miraculous mid-air rescue, Ernie went back to helping the wounded. Two hours later the yellow plane was back. A group of fighters flew from the airship and gave chase. Ernie watched the yellow cargo plane as it maneuvered between the buildings as it evaded its pursuers. In a few minutes the pursuing planes had been downed and now it was just the cargo plane versus the airship. The plane charged toward the _Iron Vulture _and took several direct hits. Amazingly the plane kept going toward the airship. The lighting gun kept firing until the plane flew into the airship's open maw. Ernie saw the lightning gun fall from the _Iron Vulture _and into the bay. It was followed by the badly damaged yellow plane.

"LOOK AT THAT!" a dog yelled and pointed toward the water.

Ernie looked to where the dog pointed and saw that the water's below the airship erupted in a towering explosion. The spout of water hit the falling plane and carried it toward the shore.

"Uh-oh," Ernie said to himself as he saw the water coming toward him, "I think its time to leave!" He took off running with a crowd of others and went inside an undamaged office building. He and two dozen others climbed the steps and made it to the fourth floor from where they watched the waters rage by.

"Hey look up there!" cried a lady hippo, "It's the Air Corps!"

Ernie pressed his face to the window and saw a squadron's worth of fighters coming in from the east. The aircraft headed straight for the _Iron Vulture. _They opened fire and caused damage to the vessels rotors. Slowly the great ship turned and headed out toward open sea with the fighters in hot pursuit. After it had gone and the waters receded, Ernie and the others went back down to the street. The hyena continued to help people out. If he was going to get in trouble for sneaking out, then he figured he may was well do his part and do some good.

Afterward Ernie was taken home to his hysterical parents by a police detective. His folks hugged him and then yelled at him. They were both elated that he was safe and were ready to ground him for sneaking out until the middle-aged detective spoke up for him.

"Mister and Missus Spiller, I'm Detective Jack Thursday, Cape Suzette PD. Your son is a hero," said the small dog.

"What?" Ernie's father Ernest Sr. asked.

"Your son is responsible for saving the lives of a few injured people. He was instrumental in helping with immediate relief efforts," said the detective.

"Ernie? Our Ernie, a hero?" said Mrs. Caroline Spiller.

"Ernest? but he snuck out without permission," said Mr. Spiller, "You mean Ernie really helped out?"

"He sure did. Now he admitted that he snuck out and I know he can't go unpunished, but go easy on him OK?" said Thursday.

Ernie's parents looked at one another and shrugged. His mother spoke, "We're so proud of you Ernest!"

"I'm so glad you're safe son and your Mom and I are proud of you" said Mr. Spiller, "But you're grounded until Christmas, fair enough?"

Ernie hugged his parents and said, "Fair enough." He glanced at Detective Thursday and mouthed, _Thank you._

Thursday looked at the worn out boy and his equally worn out parents and winked. A lot of people had stepped up and helped out during the attack and this boy was one of them. He was a bonafide hero and no grounding could take that away from him. Thursday smiled at the relieved parents and their brave boy and then he headed back to the station. There were captured pirates to book.

Kit listened intently to Ernie throughout his recounting of his actions during the attack. The bear cub knew that there were a lot of people who braved the devastation to help their fellow citizens, but he hadn't actually talked to anyone who he knew was one of those people. He was impressed by the hyena who sat before him. Ernie came off as a little quirky and even slightly obnoxious, but Kit felt respect for him.

Ernie watched as Kit stuck out his hand. "What's that for?" he asked.

Kit smiled and said, "I just want to shake the hand of a hero!"


	4. Get Your Priorities Straight

**Get Your Priorities Straight**

"_Success is only another form of failure if we forget what our priorities should be"-_Harry Lloyd

"Class you may now begin your exam," said Mrs. Morrisey to her pupils.

The students flipped over their mathematics tests and set to work. This was the first of two tests for the week, the other being a grammar test.

Kit looked at the 20 questions on his test and felt apprehension form inside of him. He was used to all sorts of challenges and he had done many daring things in his short life, but math was the one thing that stumped him…that and spelling…and grammar…and a lot of other subjects. He knew about the tests since his first week in school, but he had decided to blow off studying by accompanying Baloo on cargo runs and hanging out with Ernie. Now he was beginning to regret his lack of scholarly initiative. The cub looked at the first problem: **7 x 12 – 13. **He nervously chewed in his pencil's eraser as he contemplated the question.

_Let's see, 7 times 12 minus 3…OK 7 times 10 is 70 so that leaves 2 more 7s. 7 times 2 is 14 so add 14 to 70 and that's 84, _thought the cub. _Now 84 minus 13 is…_

Kit subtracted 13 from 84 and came up with 71. He worked the problem out once more to make sure he got it right and smiled when he reached the same solution. He smiled to himself and thought, _this might not be as bad as I thought! _Of course this was just the first problem…

That evening Mrs. Maureen Morrisey sat at her kitchen table and graded her student's math tests. All in all, the children did rather well. The average grade was 85% with two perfect scores in the class that belong to Samantha Birdwell and Tommy Pachydermopolous. She was very pleased with the results, with _one _exception: one student had scored a mere 55%.

"Hey Lil Britches, Spring Training is starting up soon. We ought to go and watch the Pilots practice," said Baloo as Kit came down the stairs.

"What day do they start Papa Bear?" asked Kit.

"Monday, and if I'm not hauling cargo," Baloo lowered his voice conspiratorially and added, "Maybe we can have you be 'sick' that day so you can go."

The boy smiled and looked forward to watching the Cape Suzette Pilots practice. The previous season, the Pilots had finished three games from first place in the division and were now being touted as the top contenders for their division and some even said for the National League.

"I can't wait Papa Bear! Maybe I can have the flu or something that day!" said the cheery cub. Kit had been taking on more and more of Baloo's nonchalant outlook and this caused him to put fun over school. Speaking of school, Kit had to hurry up and get a move on before he'd be late.

Kit stared down at his math test and cringed as he saw the amount of red ink that marked the incorrect responses. He looked at his overall grade of 55%, _Cripes! Did I really do that bad?_

As if she could read his mind, Mrs. Morrisey strode over to his desk and said, "Perhaps you should stay after class today so we can discuss this Kit."

"Uh OK Mrs. Morrisey," said Kit. He was not looking forward to this.

"It's just one bad score, it's not the end of the world!" said Ernie.

"Yeah but I was sure that I did better than that," Kit said to his upside down friend. The two boys were on the playground's monkey bars with Ernie hanging suspended by his legs.

"Look at it this way; you been out of school for a while, it takes time to get back into the swing of things," said Ernie.

"I gotta see Mrs. Morrisey after school because of this," said Kit.

"Too bad, me and Bert McCrane were gonna head over to the Malt Shop," said Ernie who swayed himself back and forth.

Bert McCrane as it turned out was another big Bullethead fan and had hit it off with Ernie. In the past two weeks since Kit and Ernie had started at school they had made friends with a few other boys in their grade including Sam Hopson and Felix Hipp.

"I guess you'll just have to drink my malt for me," said Kit. He really looked forward to the cold beverage but he knew he had to stay and talk with his teacher.

"Did I mention that Bert is real big on airplanes too?" asked Ernie.

"I don't think so," said Kit.

"Oh well, we all got flying in common you know," said the upside down boy.

Kit shrugged and said, "He seems like a good guy."

The hyena smiled and said, "Hey, maybe we can start a club!"

"You wanted to talk to me, Mrs. Morrisey?" asked Kit as he watched the other kids stream out of the classroom.

The matronly teacher said, "It's about your test grade."

"Oh that, um well I…" Kit said.

"Kit, I know that you were out of school for a long while and it is natural to be a little behind the other students because of it, but we are going to get you back on the right track," said the teacher.

"How's that?" he asked.

"I am going to go over the incorrect problems with you now and then I have some homework for you to do for practice," said Mrs. Morrisey. For the next 45 minutes, Kit and Mrs. Morrisey went over the test questions.

"Baloo, when are we going to go to Louie's again?" asked Molly as she looked up at the seated pilot with big, puppydog eyes.

Baloo smiled at the little girl and said, "Well that depends on your mom."

Rebecca, who was busy reorganizing her filing cabinet said, "Honey, I think Baloo goes to Louie's more than we think."

"It's not my fault that Louie's is along most of the cargo paths," the pilot said in his defense.

The door to the office opened up and Kit came in, "Hi!" he said to everyone as he made his way up the stairs to the room he and Baloo shared.

"Yer back a little late," Baloo said, "Did you and Ernie go to the Malt Shop?"

The boy paused and then said, "No, I just had to go over some stuff."

"What stuff?" Baloo asked.

"Just a test," the boy replied. "I got some homework to do!"

Baloo watched as the cub disappeared inside their room. "Hmmmm, I wonder what that's about. He seemed a little bothered."

"Baloo, have you been keeping up on Kit's progress in school?" asked Rebecca.

"Yeah Rebecca," said Baloo, "Kits made some friends and has been going everyday."

"But what about his grades?" Rebecca asked. She knew that Baloo was still getting used to being Kit's guardian but that was no reason for him to not be checking up on the boy's progress in school.

"He hasn't brought me a report card yet," answered the pilot.

"Kit said he had to go over a test and from the sound of it, he didn't do too well," said Rebecca.

"How you think?" asked Baloo.

"My mother is a teacher, trust me Baloo, I know these things," said Rebecca.

Baloo shifted uneasily in his seat and said, "Well maybe I should go and talk to him about it."

"Hey Lil Britches, whatcha doing?" asked Baloo.

Kit, who was lying on his stomach on his bed looked up at Baloo and said, "Just some math homework."

"I could never stand math. Too many numbers," said Baloo.

"Its multiplication and long division," said Kit.

Baloo leaned over to look at the math problems and said, "You know, maybe Rebecca can help you with this."

Rebecca looked at Kit's homework and said, "This really isn't as bad as it looks Kit."

"It's not?" asked the confused boy.

"No. I had to take all sorts of math in order to get my degree. I had algebra, economics, pre-calculus, calculus, and statistics," said Rebecca.

"Where do they speak those languages Rebecca?" asked Baloo who looked as confused as Kit felt.

"They _speak _those languages in business Baloo," answered his boss.

"Whatever happened to two plus two?" asked Baloo.

"There's more to math than just two plus two," said Rebecca who turned her attention to Kit, "I can help you with a couple of problems Kit, but then I got to finish up this paperwork."

"Thanks Miz Cunningham!" said the boy. He pulled up a stool and together he and Rebecca worked out a few problems.

After Rebecca had helped Kit with his homework, he accompanied Baloo as the pilot went to deliver a large sundial to the home of a college professor. The professor lived up on a bluff that overlooked the rim of the cliff wall that encompassed Cape Suzette.

"Talk about a view!" said Kit as he gazed over the waters of the Pacific.

"Talk about a heavy sundial!" griped Baloo as he wheeled the dolly to the doorway of the professor's home.

"It's a good thing the way up here wasn't that steep!" said Kit who had helped Baloo push the dolly along the way.

Baloo rang the residence's doorbell and watched as a short beaver answered, "Hello, may I help you?"

"Are you Professor Beaverton?" asked Baloo.

"Yes," said the beaver who then turned to the sundial, "Excellent! You've brought my sundial, come in, come in!"

Baloo and Kit wheeled the sundial into the beaver's home and followed him out a sliding door to his backyard patio.

"Say, you gotta a really nice view here professor," said Baloo as he took in the sun-tinted waters below.

"Thank you. Now you must both be tired out from bringing up my wife's birthday surprise. Sit down and have some lemonade," said the friendly professor.

"Thanks!" Kit and Baloo said as they took a seat at the patio table.

"This guy seems like a nice character," said Baloo.

"Yeah he's got a nice place and that sundial sure is neat," said Kit.

The beaver returned with two glasses of lemonade and said, "You like that young man?"

"It's neat, but how does it work Professor?" asked Kit.

The professor smiled, "Let me show you!"

Kit and Baloo followed the professor to his wife's gift and watched as he explained how the device needed to be lined up to point to true north and how the sun would cause the shadow of the device's metal rod to line up with different number dials that corresponded to different hours.

"What do you do on a cloudy day," asked Kit.

The professor smiled, "That's when I use my clock!"

After leaving Professor Beaverton's home, with $5 for each of them, Baloo and Kit headed back to Higher for Hire. Along the way Baloo decided that he had something to show Kit.

"Follow me Lil Britches," said the pilot.

Kit followed Baloo down a winding trail that wasn't too far from the professor's house. They came to a flat bluff and the wrecked plane that lay there.

"I knew we'd go by this when I saw the professor's address," said Baloo, "I figured you'd be interested."

Kit looked at the broken, silvery-gray wreck and said, "How did it end up here?"

"A few years ago it made a crash landing after it was hit by lightning in a storm. The pilot had everyone bail out and then he took it in for a crash landing," answered Baloo.

"Was everybody OK?" asked the boy.

"Amazingly yeah, 'cept the pilot got pretty dinged up," said Baloo, "Good thing it was on a training mission and didn't have any bombs.

Kit walked up to the downed B-23 Liberty and peered into its empty hull. The entire plane had been gutted with the exception of the pilot and co-pilot seats. He rushed forward and took a seat at the pilot's seat.

"Pilot to co-pilot, ready for take-off!" he said.

Baloo walked around to the front of the wreck and smiled as he saw Kit pretend to be an Air Corps pilot. The boy had a thing for planes and it reminded Baloo of his own childhood interest in flying which led him to become a pilot.

"Can't wait to be a pilot huh?" he asked the boy.

"I gotta wait a few more years," said the cub, "How did you get into planes?"

"I always wanted to fly as a kid. My Dad was a pilot in the Great War and when I was old enough I joined the Army Air Corps," said Baloo.

"You were an Army pilot?" Kit asked with interest.

"Nope, I wasn't an officer. Had to have a degree they told me, but I got on a crew of a transport and my pilot was nice enough to let me fly it around a few times," Baloo said with a wink to Kit, "Course we had to keep quiet about that. After I did my hitch in the service, I went to a flight school and started out with an air freight company."

"How'd you get the _Sea Duck?" _asked Kit who was more than interested to know.

"Well I bought it off the owner and went out on my own and everything was fine until Rebecca showed up," laughed Baloo.

"It must've cost you a lot," said Kit.

"It did, but I did this one job where this professor named O'Bowens contracted the company to fly him to some archaeological site and I was the one who took him there. Me and Louie did," Baloo said, "And after that, I was able to go out on my own."

"Someday I'll have my own plane and I'll be a pilot!" said Kit with a big smile.

Baloo looked at the eager cub that was still sitting in the cockpit and smiled.

Two days after he had his math test, Kit had a grammar test. It was forty questions and he had an hour to finish. Kit picked up his pencil and looked at the test. It was a series of paragraphs with missing words. The blank spots were to be filled in with the correctly spelled word that was in a word bank above the paragraph. Ther words were spelt similarily and it was up to the students to determine which one was the correct answer. Kit sighed and set about the test.

"So anyways, that's what happened. The robber went down the stairs and broke his leg and after that the police came and got him!" said Felix Hipp to his friends.

"We're you scared?" asked Sam Hopson.

"Naw," Felix said with bravado, "He picked the wrong house to break into and the wrong guy to mess with!"

The two boys sat with their friends Kit Cloudkicker, Ernie Spiller, and Bert McCrane at a window-side table at the Malt Shop. This was the first time the five boys had been there together and all seemed to agree that this was the place to be.

"I had another test today," said Kit.

"On what?" asked Bert.

"Grammar," answered Kit.

"I don't like grammar, it's boring," said the crane.

"Think you did better than your last test Kit?" asked Ernie.

"Hope so, I don't want to do anymore extra work," Kit said.

"Aw school is just a prison for kids!" said the hyena who looked over his shoulder to a pair of girls who came in, "They make you do stuff you don't want to do at a place where you don't want to be with people you don't like." Ernie turned his attention from the pretty girls back to his friends who all glared at him, "Uh, present company excluded!"

"Did you know that you have to graduate college to be an Army Air Corps pilot?" Kit asked the group.

"No way!" said Sam.

"Kit's right," said Bert, "My uncle is an Air Corps pilot, and he said that you have to have a degree."

"Aw what good's a degree when you gotta go toe to toe with air pirates?" said Ernie mockingly.

"Well that's the rule," added Bert.

"Guess that leaves me out," said Ernie, "I go to school against my will and there's no way I'd pay to go to college to get to be a pilot!"

"The Air Corps won't take you then," said Kit.

"Just you guys wait," said Ernie, "In a few years we'll probably be at war or something and this country will need all the pilots it can get," Ernie paused, puffed out his scrawny chest, and smiled slyly, "Including yours truly!"

The boys broke out in laughter as Ernie sat in his seat posing like he was some ace fighter pilot.

"What?" the hyena asked, completely clueless as to why his friends were laughing at him.

"Thembria?" Baloo asked incredulously, "You mean I gotta go all the way to Thembria?"

"That's where there drop off is," said Rebecca, "15 crates of butter."

"What could they possibly want with that?" asked the pilot.

"Who knows Baloo, they're Thembrians they never make sense."

"That's a long haul," said Baloo.

"Well then you'd better leave early Baloo," Rebecca said.

Leaving early was one of the last things the bear wanted to do. He sure missed sleeping in and doing as he pleased. And as far as dealing with the Thembrians, well that was a whole other can of worms.

"I need a day off," said Baloo.

"Why?" asked Rebecca with barely concealed annoyance.

"Spring Training is starting up and I told Kit I was going to take him to see the Pilots practice," said Baloo.

"Have you been checking on his school work?" Rebecca asked.

"He's doing fine isn't he? I mean he hasn't gotten in any trouble since that fight has he?" asked Baloo.

Rebecca rolled her eyes, "That's not the point Baloo."

"Then what is?" he asked.

Rebecca could see that this was going to go nowhere, "Oh nevermind!"

"What's wrong Beck-er, Rebecca?" he asked.

"Baloo, a parent is supposed to make sure their child is doing well," she said.

"Oh, well I'm not really his parent," Baloo said lamely.

"That's not the point Baloo," she said, "Kit just needs a little help with his school work, like the math I helped him with."

Baloo knew he was no good with math so he figured that Rebecca would be better with helping Kit, that is, if Kit even needed anymore help. "Well I'm going to go get my baby ready for tomorrow's run."

Rebecca watched as the big, gray bear went outside. She knew he needed to take more of an interest in Kit's education. _He really needs to get his priorities straight._

It was still dark when Baloo and Wildcat climbed into the _Sea Duck _and headed toward Thembria. The 15 crates of butter had been loaded the previous night, so all the pair had to do was get in and start the engines.

"I am not looking forward to this Wildcat," groused Baloo.

The lion looked over from the co-pilot's seat and asked, "Are you looking backward to this?"

Baloo let out a chuckle at his friend's remark, "I can think of a lot better places to go than Thembria."

Kit awoke an hour and a half before school and noticed that Baloo had already gone. He knew that Baloo and Wildcat were going to leave out early, but he was hoping he'd wake up to see them off. The cub kicked off his covers, sat up, and rubbed his eyes. He jumped out of bed and made for the sink. After washing up he went downstairs and saw his boss drinking a cup of coffee and going over more paperwork.

"Good morning Kit," Rebecca said cheerily.

"Good morning Miz Cunningham," he said, "When did Baloo and Wildcat leave?"

"They left about 4:30," she said.

"Any idea when they'll be back?" he asked.

"Not until late," she said, "So how is school going?"

Kit shifted a little uneasy on his feet and then forced a smile, "Not bad!"

"Getting the hang of math?" Rebecca asked.

"I think so, thanks for the help!" he said.

"Anytime I can," she said.

Mrs. Morrisey handed out the graded tests to her pupils. By and large she was pleased with the results. There was one exception though…

Kit looked at his grade: 60%. Not good. The cub frowned and looked over up at Mrs. Morrisey. The teacher had taken her place back behind her desk and made eye contact with Kit. Slowly the cub stood up and went to her.

"Um, Mrs. Morrisey?" he asked.

"Yes Kit?" she replied.

"I was wondering if maybe I can retake this," he said as he tapped the test in his hand.

The kindly teacher smiled warmly, "Kit, maybe we should have a 'parent/teacher' conference this afternoon."

"A 'parent/teacher' conference?" he asked.

"Yes, we can discuss this right after class," Mrs. Morrisey said, "I want to make sure you get on the right track."

Baloo looked out the window and saw mile after mile of icebergs that dotted the frigid sea below. He had the heater cranked up to full blast in order to counteract the cold winds. He looked over to Wildcat and saw that the lion was dozing soundly.

"Attention unidentified plane, this is Air Vector 113," came a heavily accented voice over the radio, "Identify yourself immediately or you will be shot down."

"Hold yer guns pal," Baloo said into the radio mike, "This is Baloo on the _Sea Duck. _I got 15 crates of butter for you guys."

The radio went silent for a few moments and then the voice returned, "_Sea Duck, _you will be escorted to the capital."

"Escorted?" Baloo asked to himself.

A few minutes later three Thunderyak fighters came up alongside the _Sea Duck, _one on each side and one in front.

"You will follow us, or be shot down," came the voice of the pilot of the lead plane.

"Easy fellas, no need to get hostile," Baloo said, "Boy these guys sure are serious!"

By this time Wildcat had woken up and took notice of the three planes. "Who are they?"

"They're the welcoming committee," Baloo said sarcastically.

"Is it a warm welcome?" asked the mechanic.

"I don't think so," said Baloo.

On the Capitol's main airfield, a small figure watched the yellow cargo plane come in for its landing. He stood inside the heated tower and observed the foreign plane touchdown and taxi down the runway. He turned and motioned to his aide, a large and passive warthog, to follow him down to the flightline.

When Baloo and Wildcat landed they were welcomed by a platoon of armed Thembrian soldiers. The maroon uniformed warthogs formed up in front of and behind the _Sea Duck _and pointed their weapons at the pair.

"I guess this isn't a warm welcome," said Wildcat.

"I have a bad feeling about this," said Baloo.

Suddenly the front rank of troops parted to reveal a tall and imposing figure. The figure moved forward.

"I am Colonel Spigot! Perhaps you've heard of me," came a lisp-accented voice that came from in front of the large figure.

Baloo and Wildcat looked down to the feet of the large Thembrian and saw a diminutive officer with a swagger stick and a sneer on his face.

"We got yer butter," Baloo said.

"I will see about that!" snapped Col. Spigot, "Sergeant Dunder!"

"Yes sir," said the large warthog that stood behind Spigot.

"I want a full inventory of the butter…in triplicate. I also want these two taken to processing immediately!"

"Sir, yes sir!" said Sgt. Dunder.

"What do you mean processing?" asked Baloo. He was getting angry.

"I will ask the questions here!" said the colonel, "And the butter better be of the best quality, or else!"

One squad of the Thembrian soldiers followed Sgt. Dunder into the _Sea Duck_while the other closed in around Baloo and Wildcat and escorted them toward a row of buildings.

"Higher for Hire," Rebecca said in her most business-like voice, "Bring em' by we make em' fly!"

"This is Mrs. Morrisey from Cape Suzette Elementary. Is Mr. Bruinwald there?" said an older sounding voice.

"No he is out on business, this is his boss Rebecca Cunningham," said Rebecca.

"When will he be back?" asked Mrs. Morrisey.

"Not until late tonight," replied Rebecca, "What is this about?"

"I would like to schedule a parent/teacher conference with him," said Mrs. Morrisey.

Rebecca thought it out in her head, _Baloo should do this but Kit needs this now. _"Maybe I can come in his place, I'm sure Kit wouldn't mind."

Mrs. Morrisey answered, "Kit mentioned that you've helped him with some homework, perhaps it would be good if you came. Can you make it around Two O'Clock?"

Rebecca glanced at her schedule and saw that she had free time, "Two is fine."

Baloo and Wildcat sat at a table inside a dimly lit and cluttered room and watched as the short colonel thumbed through a sheaf of papers. The colonel hummed softly to himself and took his time, much to the chagrin of Baloo. Behind the colonel stood his aide, Sgt. Dunder and two muscular guard stood at either side of the room's only door.

"Do you have any idea how important your cargo is?" asked the colonel.

"Very important," said Wildcat.

"It is most very extremely important!" said Spigot, "It is so important that it is a matter of state security!"

"It's just butter," said Baloo.

"Not just any butter!" said Spigot, "Sgt. Dunder, tell these two just how important it is."

"This butter is for the High Marshall's wife's glorious birthday," said Dunder.

"Her birthday?" said Baloo.

"Yes, yes, her birthday cake!" said Spigot, "And when she finds out that I had this top of the line butter flown in all the way from Cape Suzette she will be so impressed that the High Marshall will give me a medal!"

"I like birthday cake!" said Wildcat.

"How old is the High Marshall's wife going to be?" asked Baloo who wondered just how big of a cake would require 15 crates worth of butter.

"That," Spigot said with emphasis, "Is also a matter of state security!"

"Sir, I checked out their plane and there is nothing wrong with it. Nothing that violates Thembrian customs regulations," said Sgt. Dunder.

"Sgt. Dunder, you were not through enough! Find something!" shouted Spigot.

"Yes sir," said Dunder.

"There's nothing wrong with my plane!" said Baloo, "We're not violating any regulations!"

Col. Spigot smiled menacingly and smacked his swagger stick into his palm, "Foreign aircraft are _always _in violation."

Rebecca and Kit sat in front of Mrs. Morrisey's desk inside the classroom. She had arrived a few minutes earlier and had met up with Kit who led her to the teacher's room.

"Thank you for coming Ms. Cunningham," said Mrs. Morrisey.

"Its no problem," said Rebecca.

"So Mr. Bruinwald is out of town?" asked the teacher.

"Yes he had a cargo run," replied Rebecca.

"I remember when I had Baloo Bruinwald as my student," said the teacher.

"You had Baloo as a student?" Rebecca asked questiongly, "How did that go?"

"He was…a challenge," said the teacher.

"Mrs. Morrisey says I do better than Baloo did!" said Kit.

"I was wanting to discuss Kit's progress here," said the teacher, "I know he has only been here a couple of weeks, but so far he seems like he's had trouble with certain subjects and I want to make sure we get him on the right track."

"I agree Mrs. Morrisey," said Rebecca.

Mrs. Morrisey shuffled some pictures on her desk and then handed two sheets to Rebecca. "These are Kit's grades from two tests that he took this week."

Rebecca looked at the tests and knew that she had made the right decision in coming. If she hadn't, then she knew that Baloo would have brushed off Kit's poor performance with his usual carefree attitude. In her opinion, Baloo wasn't the only one who needed to get his priorities straight.

After several hours of seemingly pointless interrogation by Col. Spigot and a 1,000 Torbit(About $23 Usland Dollars) fine for having a brightly colored plane on the runway, Baloo and Wildcat were escorted back to the _Sea Duck. _The frigid winds of the Thembrian winter chilled each to the bone, but it didn't appear to phase the phalanx of soldiers that surrounded them. The detail was headed by the colonel's aide, the unassuming Sgt. Dunder.

"Say Sgt. Dunder, what's with yer boss?" asked Baloo.

"Oh Col. Spigot likes to keep things by the book Baloo," said the large warthog.

Dunder appeared to be the antithesis of the typical Thembrian trooper. The sergeant was a very friendly and pleasant individual who lacked the stone faced expression and hardcore mentality of his comrades. Baloo noticed that the sergeant was a likeable person.

"How do ya like working for him?" asked Baloo.

"He's not bad, as long as you do what he tells you," answered Dunder.

The group reached the yellow Conwing L-16 and Baloo turned to Dunder, stuck out his hand, and said, "Thanks for being the one _normal _guy here Sgt. Dunder."

Dunder shook Baloo's hand and replied, "Maybe we'll run into eachother again. We may attend Cape Suzette's Friendship Festival next month."

"I look forward to that!" said Baloo.

After the parent/teacher conference ended, Rebecca decided that she and Kit needed to have a little talk, or as her father called it, a 'heart to heart'. "Kit, I know that you haven't been in school for a while, but I think that this should be a wake-up call for you."

Kit looked at Rebecca as they walked to her car and said, "I'll get better."

Rebecca stopped and looked at the cub. He had a small smile on his face that told her he wasn't sure if he would improve. "Let's find a bench," she said.

The pair found a nearby bus stop bench and sat down. Kit looked at Rebecca and said, "You don't think I can improve do you?"

She was momentarily taken aback, but then answered the boy, "It's not that I don't think you don't have the drive Kit, I just think you don't know how to use it."

"What do you mean?" asked the boy.

"Kit, I know you didn't do well because you didn't apply yourself," she said, "You've taken too much of Baloo's 'carefree' attitude."

The boy narrowed his eyes, "What's that supposed to mean?"

_OK, how am I going to do this without ruining his idea of Baloo? Afterall, it's obvious that Kit looks up too him. _"Kit, Baloo is a wonderful person. He and I have our disagreements, but he means well and he cares about you a lot…but he isn't the most…scholarly person and quite frankly his attitude toward school has rubbed off on you and you may not realize it, but it's caused you to do poorly because you haven't applied yourself."

"I'm not sure I understand Miz Cunningham," said Kit.

Rebecca looked at the boy and said, "Kit, you need to apply yourself to your school work. If you don't you won't get an education and without an education, life can be hard."

"Baloo's made it in life," retorted the boy.

"Kit, Baloo lost his business to me because of his attitude." That grabbed Kit's attention. "You need to get your priorities straight Kit. You need to put forth the effort in school in order to succeed. You get out what you put in and I want you to succeed…so does Baloo."

Kit let Rebecca's words sink in. _She makes sense, but what if school isn't for me? I mean, I've made it this far without it haven't I? _"What if school's not for me?"

"Kit, you don't have a choice," Rebecca said, "By law you have to go to school, otherwise you could get in trouble and Baloo could lose custody of you."

Those last words jolted the cub. He looked down at his feet and said solemly, "I don't want that to happen."

Rebecca heard the uncertainty in Kit's words and she reached out and put her arm around the boy's shoulders. "It's up to you Kit. You have to make your life the way you want it to be and that takes sacrifice and setting priroties."

Kit looked up at Rebecca, "Do you think I can do better in school?"

Rebecca smiled, "You can do anything that you set your mind on."

Kit smiled at Rebecca and said, "I think you're right Miz Cunningham."

Instead of flying straight back to Cape Suzette like they were supposed to, Baloo and Wildcat decided to hit up Louie's.

"Baloo doesn't Ms. Cunningham want us back as soon as possible?" asked Wildcat.

"Wildcat ol'buddy, what the boss don't know can't hurt us. Besides, it's been a long flight and its best to rest up here than to risk falling asleep at the controls," replied Baloo.

Rest up, in Baloo's terminology, meant having a few drinks, a Krakatoa Special, and partying the night away. The big bear sauntered into the crowded club and up to the bar.

"Baloo, how ya been?" asked Louie who was busy serving up some food to a couple of pilots.

"You wouldn't believe the hassle I went through today Louie," answered the bear.

"Oh, how was that?" asked the orangutan.

Baloo went on to tell his friend about the long flight to Thembria, the Thembrian 'Welcoming Committee', and the officious Colonel Spigot.

"I heard of ol'Spigot from some of the other pilots," said Louie, "I hear he's a real piece of work."

"That he is," said Baloo who lapped up his Krakatoa Special, "Wildcat and I are gonna lay up here until the morning."

"Don't feel like falling asleep at the controls cuz?" asked Louie.

"Yup," answered Baloo.

"What about yer boss?" asked Louie.

Baloo just winked and smiled at his friend.

"Well, well, well, look who decided to show up!" said Rebecca. The accusation was clear in her voice.

Wildcat looked around, "Who showed up?"

"Can I get a 'Hi' Rebecca," asked Baloo.

"Hi Baloo. Let me guess, you were too tired to fly all night so you had to stop at Louie's right?" asked Rebecca.

"Well ya didn't want me to fall asleep at the control didja?" he said with a smile.

Rebecca shook her head in annoyance, "I had to cancel an order because of you Baloo!" she snapped.

"Sorry, but even great pilots need time off," Baloo said, "By the way, think I can get Monday off so I can take Kit to see the Pilots practice?"

"Speaking of Kit," she said, "We need to talk..."

Baloo poked his head into the room that he and Kit shared and saw the boy sitting down and doing his homework. The boy had a math book and was in the middle of solving a long division problem.

"Hey Lil Britches, how are ya doing?" Baloo asked.

The boy looked up and said, "Hi, I'm just doing my homework," the boy paused and then went on, "I guess Miz Cunningham talked to you."

Baloo came over to Kit's bed and sat down next to the cub. "Yeah she told me. But why didn't you tell me you was having problems with your school work?"

Kit furrowed his eyebrows in thought. He wanted to tell Baloo that it was nothing to worry about and that he could handle it, but the real reason that he hadn't told Baloo was because he knew that Baloo wouldn't be able to help him with his school work. He didn't want to tell Baloo anything that might suggest that he couldn't help him.

Baloo seemed to sense this and put his hand on Kit's shoulder, "I understand Kit. I'm not the best help when it comes to school stuff so I understand why you didn't tell me."

The boy looked up to his friend and said, "Really?"

"Yes really," Baloo laughed, "Don't worry about it Kiddo!"

"I just didn't want you to feel bad Baloo," said Kit.

"Hey, maybe if we put our heads together we can figure this math stuff out," said Baloo with a smile, "How about it?"

"Kit smiled and handed the text book to Baloo with a smile, "You can do the next one!"

A few minutes later Rebecca peeked into the room and saw the bear and cub hunched over Kit's homework, she smiled at the sight and went back to her desk.

Monday afternoon Baloo greeted Kit as soon as he finished school for the day, "Ready to go watch some practice?"

Kit had a wide grin, "Can't wait!"

The pair walked down the street and caught a bus that took them to the practice field of the Cape Suzette Pilots. The team was owned by Shere Khan and featured the All-Star slugger Jimmy Fox and pitching Ace Lefty Grouse.

"Think the Pilot's will go all the way this year Papa Bear?" asked Kit who wore a baseball glove on his left hand.

"I don't think ol'Khan was pleased that they didn't go all the way last year so they'll probably do it this year," answered Baloo who too wore a glove.

The two watched the white and blue pinstriped players go through their drills and were soon rewarded with several fly balls that came their way. They had to contend with dozens of other fans for a shot at a fly ball and soon enough Baloo managed to snag a ball out of the air.

"Great catch!" said Kit.

Baloo smiled and handed the ball to Kit, "Here ya go!"

"For me?" Kit asked in surprise.

"I got my first ball the same way when I was a kid," said Baloo.

Kit smiled and looked around at all of the other fans around him. There were quite a lot of father/son pairs and Kit realized that he and Baloo seemed to fit in perfectly. "Thanks a lot Papa Bear!"


	5. The Jungle Aces Secret Midnight Club

**The Jungle Aces Secret Midnight Club**

_"Our little group has always been and always will until the end"-Nirvana_

A pair of hands appeared at the top of the wooden fence. These were quickly followed by a pair of arms and finally the boy they belonged to. The boy pulled himself up and over and came to rest on the grass. A second boy followed over and was soon standing alongside his friend. The two wound their way around piles of lumber and scrap metal toward a large tree that stood near another section of fence. On the other side of this section was another junkyard that was far more cluttered than the one in which the pair were in. The boys walked up to the large, shady tree and took note of its wide diameter and its thick branches. One boy, a skinny wick of a kid in purple overalls, looked up with wide eyes.

"Oh yeah, this'll definitely do!" said Ernie.

Kit looked up into the darkened canopy of the big tree and agreed with his friend, "Right, this is perfect!"

Ernie looked to his friend and said, "Last one to the top is a monkey's uncle!"

The two boys jumped up to grab onto low hanging branches and immediately began to pull themselves up into the tree. They scrambled up and made for the center point of the tree, the place where to larger branches split off from the trunk. Ernie reached the point first and was sure to let Kit know it.

"I'M KING OF THE MOUNTAIN! AND YOU'RE A MONKEY'S UNCLE!"

"We're in a tree Ernie," said Kit with an 'I gotcha smile'.

"You know what I mean Cloudkicker,"

Kit leaned against a large branch and folded his arms across his chest. "This looks like it's the best spot to build it."

"Course it is, I found it didn't I?" said Ernie who had indeed found the junkyard and its big tree while he had been out goofing off. "This is the perfect place to build it."

"It's going to take us a while."

"Not if we get the guys to help."

"Well we know Felix is good to go, but we still gotta ask the others."

The two boys were speaking about their plans to start up their very own club. Last week Ernie had mentioned to Kit that they should start a club, but Kit had been too preoccupied with his grades to pay much attention and had let the matter slip until yesterday when Ernie had mentioned it again during recess. The two had gone over to the Malt Shop after class and had brainstormed ideas on what the club was to be based on, who would be in it, and where it would be. It had been decided that it would be based around a concept that both boys were passionate about: flying. One of the things that connected Kit and Ernie together was their love for flying. They both wanted to be pilots, but Ernie lacked Kit's experience with planes, having only flow twice in his life. Still the hyena was adamant about becoming a pilot someday and had devoured any information on planes he could get his paws on. Kit was impressed by Ernie's airplane knowledge, but the hyena had to concede that Kit knew more than he did. It had also been decided that another criteria needed to be established for induction in the club. There were plenty of kids out there who dreamt of flying, but that didn't mean that they were club material. Something else was needed to qualify someone to join the club. That something was adventure. Kit and Ernie had both had an adventure, (in Kit's case, many adventures), so the two came to the conclusion that any potential member must have had at least one adventure and that the qualifying adventure had to be shared with the club members upon invitation and induction to the club. The first person they knew who had had an adventure was Felix Hipp who, while home alone one night while his parents were at a party, had foiled a robbery by pushing the robber down the stairs. It turned out that the robber had been behind several thieveries in the neighborhood.

"What about Sam and Bert?" asked Ernie who was climbing further up into the tree.

"Well Bert mentioned that his Uncle had taken him out on a flight in a training aircraft and that they had to make an emergency landing so I think that counts."

"That leaves Sam."

"We'll have to ask him tomorrow."

Kit looked out at the scrap yard and thought about what would be needed to construct the clubhouse. He figured that it would have to be a lot so as to comfortably house a group of kids and whatever odds and ends they dragged up with them. "If Sam has had an adventure and him and the guys want to join than the five of us can use the lumber and scrap and get started quick."

"How long do you think it'll take us?"

"Well I can get tools from Wildcat and if we put effort into it, maybe a week or two."

Ernie furrowed his brow, "I got this idea in my head of how this place should look. I'm gonna go home and draw it out."

"OK, I'll see if Wildcat will let me borrow his stuff in the next few days and then tomorrow we can talk to Sam."

A minute later, both boys clambered down out of the tree and made for the section of fence that they had entered in from.

Sam Hopson had sat quietly as his friends Kit Cloudkicker and Ernie Spiller had told him of their idea and how they had noticed that he shared their interest in airplanes. Now they wanted to know if he had ever had an adventure.

"We'll actually, I was born on an airplane," said Sam who watched as his friend's eyes widened in surprise.

"No way!" said Ernie who had a look of complete disbelief on his narrow face.

Kit just had a silly grin on his.

"Seriously, my parents we're flying from Cape Suzette to Pazuza. They wanted me to be born where they were born and besides both sets of grandparents couldn't wait until their first grandchild was born."

"I'm surprised that they flew when you're mom was so close to having you," said Kit.

"It wasn't their fault, it was mine."

Ernie looked at Sam with a confused expression, "What do you mean it was your fault? How could it be your fault? You weren't even born!"

"I came a week early!"

Kit began to laugh, "That's more of a qualification that either of us! You're the only person I know who can say that he was born on a plane!"

"But I have had an adventure!"

"What was it then?" asked Ernie who was still amazed by the fact that Sam had been born on a plane. "Oh and what's on your birth certificate? They can't put mid-air can they?"

"No," laughed the rabbit, "According to the government, if a person is born on a plane then their place of birth is listed as the place where the plane lands."

"Too bad it wasn't a seaplane then you'd be able to claim air and sea!" said Kit who was fascinated with the little rabbit.

"So what's your adventure?" asked Ernie who clearly wanted to get down to business.

"I was kidnapped."

Ernie's jaw dropped open and Kit's eyes widened in surprise.

Sam saw the expressions on his friend's faces and grinned. "I was in the wrong place at the wrong time and, well here's what happened…"

Six months earlier, Sam Hopson was waiting in line with his mother at a branch of the **Cape Suzette National Bank **when four masked men stormed the crowded bank and ordered the patrons to get down on the ground and for the bank tellers to hand over the cash.

"EVERYBODY GET DOWN!" roared the lead robber, a leopard who ran to the bank tellers, "EMPTY 'EM!"

The patrons panicked at the site of the Tommy Gun wielding quartet and huddled on the floor. Two robbers covered the crowd while another ran to join the ringleader at the counter.

Sam's mother huddled close to her son and threw one arm over him protectively. Sam looked up and saw that the leopard robber was being helped by a rhinocerous. The two were forcing the tellers to empty the tills of money and load the money into sacks. Sam glanced back and saw that one of the two remaining robbers, a squat dog, was looking out the window. His partner, a chimpanzee eyed the crowd with a steely-eyed expression.

"Get the vault open!" roared the lead robber to the bespectacled duck manager. The frightened duck moved to comply and was hurried along by the rhino.

"Stay close to me Samuel!" said Sam's mother who practically crushed him into her side. The little rabbit struggled to breathe as he continued to watch the robbery.

"Hurry the manager up!" yelled the ringleader as he glanced to his watch, "I want to be out of here in a minute!"

"Yeah Boss!" replied the rhino who was forcing the manager to drag two sacks of money out of the vault.

The chimp decided to break from his position and assist the rhino in getting the money out of the vault. He moved away and ran toward his fellow robber and then he pitched forward and went sprawling onto the floor face first.

"OUCH!" cried Sam as the chimp's foot hit his left arm with enough force to make his mother lose her grip on him. He slid away from her and watched as the chimp went down.

"OOFFF!" cried the chimp as he hit the floor. His impact caused him to lose his grip on his Tommy Gun and the weapon went skittering across the floor toward a large, mean looking grizzly.

The grizzly reached out, grabbed the weapon, and got to his knees.

The chimp froze in horror as his own weapon was now pointed directly at him, "GUYS!"

The chimp's call for help caused his three partners to look into his direction. The first one to act was the dog who ran toward his fallen comrade. The dog then made the same mistake as the chimp. He didn't look where he was running and tripped over Sam. He went down over Sam's back and pinned the boy to the ground.

"SAMUEL!" roared Susan Hopson as she watched the dog fall onto her son.

A burst of machine gun ripped into the bank's cealing. "EVERYBODY FREEZE! DROP THE GUN OR THE CHIMP GETS IT!" bellowed the muscular grizzly.

Outside sirens began to wail in the distance. Unknown to everyone inside an elderly badger had been about to enter the bank when she saw four armed men rush into the bank. The terrified lady had immediately ran to a nearby phone booth and called the police.

The sirens caught everyone's attention with the exception of one person. The dog robber yanked Sam to his feet and held him tightly. "BOSS WE GOTTA GO!"

The leopard motioned to the grizzly and said in a low voice, "Drop the gun hero, or the kid gets it!"

The grizzly kept the weapon trained on the chimp, "Not a chance!"

BLAM! A single shot from a pistol tore into the grizzly's shoulder. The wounded bear dropped the weapon and went down clutching his wounded arm in pain.

"Don't say I didn't give you a chance," said the leopard who then looked at the chimp, "Grab your gun."

"Huh? What?" said the chimp who snapped out of the shock that he had fallen into from the sound of the round being fired, "Oh yeah!" He crawled to his weapon, grabbed it, and stood up.

"THE COPS ARE HERE!" screamed a lady goat.

"So they are," said the leopard. "We're getting out of here…and the kid is coming with us."

Sam was hurried to the door with the robbers and saw that the chimp slowly opened the door and yelled out to the police, "WE GOTTA HOSTAGE!"

Outside the six policemen saw that the robbers indeed did have a hostage.

"Geez man they got a kid!" lamented a stork.

"Hold you fire men!" said a lieutenant pig.

The four robbers and their young hostage made their way to a large black sedan whose driver, a portly cat, was being covered by a shotgun wielding tiger.

"Back away from my getaway driver flatfoot!" said the leopard.

The tiger grudgingly obliged when he caught site of the dog using the boy as a shield.

"OK coppers go ahead and put the guns down and let us go or this kid is not going to see his next birthday!"

"You're sick!" yelled the lieutenant.

"Yeah? So what?"

The robbers piled into the car and Sam found himself sandwiched between the rhino and the dog. The chimp forced himself into the back as well. Only the leader remained outside.

"Don't follow us!" threatened the leopard who jumped into the passenger seat. "STEP ON IT!"

The driver obeyed and instantly the sedan tore down the street and made an immediate right. Sam slid to his left and then was jostled back to the right from the force of the rapid turn. He pushed himself up and saw that the driver was about to make another sharp turn. He dove to the floor of the vehicle as the driver made a hard left.

"What's with the kid!" said the panicked driver, "Now they can get up for kidnapping!"

"He's just a little insurance," said the leopard who glanced back at Sam, "I hope you don't have any plans for the rest the day little fella!"

Sam's blood boiled as the mean leopard laughed at his little comment. The rabbit began to shake with nervousness and worry that he might not see his mom again. Suddenly the car lurched to a halt. A car wreck up ahead had brought traffic to a standstill.

"Get us out of here!" said the leopard to his driver.

"Yeah Boss!"

A siren sounded and the robbers saw a police car heading toward the car crash from the opposite direction. The driver threw the gears into reverse and the vehicle lurched back, right into a large moving truck. The force of the impact caused the driver's head to slam into the wheel. He came back up with blood pouring from his broken nose. The leopard didn't get off much easier. He hit his forehead on the dash and came up wailing in pain. The others in the back were also badly jolted, all except Sam who had seen the approaching truck in the rearview mirror and had gone back down to the floor. Now he stood up and climbed onto the dog. He stamped his foot into the dog's crotch.

"Oops! Sorry about that!" said Sam. The boy opened up the suicide door and jumped out.

By now the police from the bank had arrived and were cordoning off the area. The police who now numbered 16 watched as the boy hostage made his escape from his captors. The boy sprinted toward a policeman who grabbed him and hustled him into a squad car.

Inside the damaged car, the leopard and his gang now found themselves surrounded by the cops. The police had their weapons aimed at them and were ordering them to surrender. The leopard looked around for an escape but there was none. He sighed and raised his arms in surrender, his fellow robbers followed suit.

After he had been rescued, Sam was reunited with his hysterical mother who smothered him in a hug and kissed him hard. "Oh my baby, my baby! Thank God you're alright!"

"I'm OK Mom, but I don't think those guys are. What about the grizzly?"

"I overheard the paramedic saying that he was going to be alright. I even saw the guy joking around with them as they bandaged him up!"

"Wow Sam, I think that qualifies you to be a member!" said Kit who turned to Ernie, "What do you say Ernie?"

"He's defiantly club material!"

Baloo pulled the _Sea Duck _up to the dock and cut the engines. He opened the door and took in a deep breath of fresh air. He jumped onto the pier and stretched out his cramped back and yawned. "Boy that flight was long!"

"How was the trip to ST. Canard Baloo?" asked Rebecca as she walked toward him.

"Tiring." Baloo's stomach growled, "I sure could use some grub.

Rebecca laughed, "How did the delivery go?"

"Good. It was fast too."

"I've got a surprise for you Baloo."

"A surprise?" Baloo asked with interest, "Does it involve a day off?"

"No silly, I'm going with you tomorrow on a pickup to Bambezi."

"Why do you want to come along?" Baloo wasn't too pleased that his boss wanted to accompany him, especially since he had planned a stopover at Louie's which just happened to be right between Cape Suzette and Bambezi.

"A good boss needs to know the ins and outs of every aspect of their business Baloo."

"It's nuthin special Rebecca. It's just me pickin' up a load of seafood." _Why does she feel the need to always spoil my plans?_

"You sound like you don't want me along with you."

"What makes you say that?"

"Oh nothing really." _He knows I know he's planning on going to Louie's. Too bad he doesn't know I want to stop there on the way back! _"Anyway Baloo, I'll be ready to leave at 8 a.m. sharp and you don't have to worry about me getting in the way."

"Great." _Don't worry about her getting in my way? HA! She's already done that._

"Hey Wildcat, can I borrow some tools from you?" asked Kit as he poked his head into Wildcat's little home/shop.

The lion looked up from the crate of parts he was opening and smiled. "Hiya Kit, whatdaya need tools for? Are you gonna try to put me outta business?"

Kit laughed. "No Wildcat, I just want to build something."

"Something special?"

"You could say that."

"I like building special stuff. When I was 10 I built my Mom a birdhouse for Mother's Day and it was real special, it was mulit-level like an apartment for the birds!"

"Wow that must've been something Wildcat."

"It was. So what are you building Kit?"

"Well its uh, it's a secret," said the boy in a low voice.

"Oh, is it a top-secret secret?"

"Kinda sorta," said Kit who smiled and added, "It's a secret clubhouse."

"Wowee! A secret clubhouse! You can trust ol'Wildcat with your secret!"

"Thanks Wildcat, we just don't want anyone dropping in on us."

"Well borrow what you want and I won't tell anyone about your secret."

"Thanks Wildcat for keeping the secret secret."

"What secret?" asked the lion with a goofy smile.

Kit smiled slyly, "Exactly!"

At 8 a.m. sharp Baloo fired up the _Sea Duck's _engines and glanced to his boss, "Ready to go?"

"Ready," said Rebecca, "I figure it should take us three hours to get there and an hour to load everything."

"That gives us seven hours total and we can be home by three."

"You know, I might want to do some shopping while we're there. What do you think?"

_Great! Just what I need: Another one of her shopping expeditions! _"Shopping, great."

"Check this out Kit," said Ernie who slid Kit a piece of paper across the lunch table.

Kit flipped the sheet over and saw Ernie's sketch. The hyena had drawn both a floor plan as seen from above as well as a side view of the future clubhouse. The sketch called for a two level structure with a slanted roof, a couple of windows, and a deck. On the inside there would be a raised dais on which would be a podium.

"So what do you think?"

"It's gonna be a lot of work Ernie."

"So? It'll be worth it."

"We'll need to get started soon, but I don't think we can get it done quickly if we do it afterschool."

"We can spend all weekend building it. I want it done as soon as possible!"

Kit looked at his friend who had a self important smile on his face. Ernie was a nice guy but he had this annoying habit of emphasizing what _he _wanted. Ernie wanted the clubhouse finished fast and he'd end up dictating to the others how he wanted things done.

"Well it looks like it'll be great once we're done."

"Course it'll be great, I designed it!"

"You really love yourself don't you Ernie?" Kit asked sarcastically.

Ernie didn't notice Kit's sarcasm, "Course I do, doesn't everybody?"

"Isn't that Louie's we just passed over Baloo," asked Rebecca who glanced out at the island below.

"Yeah that's Louie's," _Why did ask that? You know darn well that's Louie's!_

The two flew on a little while longer and finally reached the bustling port city of Bambezi which was the largest town on the island of the same name. Baloo set the _Sea Duck _down and secured her to the pier with a length of rope.

"What a charming looking place!" Rebecca said as she took in the sights of the seaside town. There was a row of older multi-story buildings that lined the waterfront. These housed canneries, restaurants, shops, and more than a few bars. There were 7 other cargo planes parked near the _Sea Duck _as well as numerous fishing vessels that sat in the harbor. Among the vessels was an Usland Navy ship that had just docked and discorged a plethora of sailors who headed for the town's bars and other risqué establishments.

Baloo looked over his shoulder and noticed Rebecca staring at the waterfront. "Are we just gonna stand there or are we gonna go and take care of this delivery?"

"Gee Baloo, are you in a hurry or something?" Rebecca said with a laugh.

"I just want to get the cargo loaded," _I'd really be in a hurry if she wasn't here, then I'd have more time at Louie's!_

"Well then let's get this taken care of we're cutting into valuable shopping time!"

"O brother!"

"OK fellas, here's what I want!" said Ernie who stood before his friends in front of the big tree.

_Oh, here we go, _thought Kit.

"Me and Cloudkicker came up with this idea of how we want the club to be. What we need is a clubhouse and this," Ernie said thumbing his finger back at the tree, "Is where we want it. I drew up my vision of how it's going to look and today we're gonna start building!"

The other three boys looked expectantly at the large tree, but Kit just stared at Ernie. The hyena may have come up with the idea and even gave him a little credit, but it seemed like Ernie was about ready to become a dictator.

"What do you want us to do?" asked Bert

"I was hoping you'd ask!" said Ernie with a big smile. "Take a look at the drawing I came up with and then make it happen!"

"O brother," Kit said quietly to himself.

"Wow, this looks like it's gonna take a lot of work!" remarked Felix as he took in the sketches of the clubhouse.

"We're gonna have to meet here afterschool and then work all this weekend and probably next weekend to get this done," said Ernie.

"Do we even have any tools?" asked Sam.

"Hey Kit, tell the guys what you got! Kit's got a bunch of stuff for us!"

"I got some hammers, a couple of saws, a box of nails, some measuring tape, and a level," said Kit who glanced over at the little red wagon that he had borrowed from Molly. It was a bit of a challenge to get the wagon over the fence and he had had to resort to emptying it and carrying it over with him and then he had to climb back over and toss the tools over one by one.

"I guess we're going to use all of this wood and scrap then huh?" asked Bert who took note of all of the materials that were strewn about the junkyard.

"Yup!" answered Ernie.

"What if we get caught here?" asked Sam, "I mean doesn't this place belong to someone?"

"Yeah, so who cares? It's not like anyone ever shows up here," said Ernie with an 'I could care less' attitude.

"OK then, we may as well get started," said Felix as he grabbed a hammer and walked toward the pile of lumber.

Ernie strolled up to Kit as the other three boys went to fetch tools and wood. "Can't wait till it's finished huh?"

Kit looked at his smiling friend and said, "Are you going to help or are you just going to supervise Ernie?"

"Hey partner, no need to get serious!" said Ernie with a smile, "Of course I'm going to help!"

"That's all I wanted to know," Kit said as he made his way over to the woodpile.

Ernie sensed that his friend was bothered and ran to his side, "Hey bud, lighten up! What's eatin at you?"

"Nothing, I just want to get this thing rolling." _Ernie better do his part and quit it with his supervisor attitude._

"The least thing you coulda done in return for dragging me around on your shopping spree was to buy me lunch," said Baloo with an annoyed tone.

"Oh Baloo, don't worry about your stomach," said Rebecca who added, "Thanks for helping me carry my stuff."

"No problem," said Baloo who had been less than thrilled to be carrying the odds and ends that Rebecca had picked up for the business, herself, and Molly. He had followed her around and watched as she had to touch everything she saw. He never could understand why women had to do that when they went shopping. _Why can't a woman be like a guy and just go and buy the thing he's looking for and then leave? _His stomach growled loudly, _Geez I'm starving!_

Rebecca could hear Baloo's stomach growling and stifled a small laugh, "Hungry Baloo?"

"Like you wouldn't believe!"

"Good so am I. Let's go to Louie's."

Hearing his boss mention Louie's caught Baloo's attention. He swung his head around and said, "Did I just hear you right? You want to go to Louie's?"

"Yes, I've been thinking about eating there for a few days, that's why I wanted to come along on this pick up."

"Why you little sneak! You planned this all along!"

"I thought it would be a nice surprise for you, besides it's on me."

"Maybe you should fly with me more often!"

The two of them laughed.

By dusk the boys had finished and stood back to see the fruits of their first day's labor: the entire floor had been laid, albeit a little haphazardly. A couple of the floor beams were not flush due to the trees branches but these wouldn't be factors. The boys would just put the dais over some of them and other stuff over the others.

"I'm beat," said Sam, "I could use some grub!"

"Hey lets go to the Malt Shop!" Ernie suggested.

"I can't. I got to be home in 20 minutes," said Felix, "I got dinner waiting on me."

"I actually got homework I have to get done tonight," said Bert.

Sam frowned, "I think I'm going to head home. I'll see you guys tomorrow!"

Ernie watched as his friends dispersed. It was only him and Kit left. "Malt Shop?" he asked.

"Maybe tomorrow Ernie."

"Where you going? Home?"

"Yeah, I want to see if Baloo and Miz Cunningham are back from Bambezi."

"You sure do like Baloo don't you?"

"He's the greatest and Miz Cunningham is pretty nice too."

"Well last chance, Malt Shop?"

"Na, tomorrow night," said Kit who climbed over the fence, "See you tomorrow."

"Louie sure knows how to make a girl feel welcome," said Rebecca as she sat inside her car."

"Maybe you oughtta go there more often Rebecca," said Baloo.

"I think you're up to something Baloo," said Rebecca with a laugh.

"Who me?"

Rebecca looked at her wristwatch, "I better get going. I have to pick Molly up."

"Tell her I said hi and if she wants another Krakatoa Special, I'd be happy to take her."

"I don't doubt it Baloo. See you tomorrow."

Baloo watched as his boss drove off and then noticed Kit coming round the corner. Rebecca honked at the cub and he waved in return. "Hi Baloo!"

"Hiya Kit, how was school?"

"Same as always, how was Bambezi?"

"Well it was fine until Rebecca had me carrying all of her goods."

"She but a lot?"

"Yeah, most of it was for the office, but she got herself and Molly some souvineers and she took me to eat at Louie's!"

"Lucky, I wish I coulda gone."

"You and me are gonna have to take a trip out there."

"I can't wait," said the boy who then changed his tone, "Hey Baloo, what do you do if someone you know starts getting bossy."

"Is it one of your friends?"

"Yeah. Ernie is getting kinda bossy and annoying too."

Baloo laughed, "I think everyone has a friend like that. Yer best bet is to hint at him that he's getting on people's nerves before everyone else turns on him."

"I think I can do that."

"No, I said were putting the window on this side, the door goes over there!" said Ernie as he corrected Sam.

"You sure? Cause the door faces the other yard…"

"Nope. I want it where it shows on my diagram."

"Fine, you're the boss."

_That's right, I'm the boss! _thought Ernie who gazed at the work in progress. The clubhouse was coming along and one entire wall was up. They had accomplished a lot since class let out and now they were getting ready to call it a day. "OK guys, tomorrow is Saturday and we can spend all day on this. We can probably have this place about half way finished by Sunday."

"I can't come on Sunday, I got church and then I'm going to my grandparents," said Bert.

"Yeah, I won't be here Sunday either, I'm going to go and see the Pilots practice," said Sam.

"OK fine. We'll take Sunday off, but that means we'll have to put in extra effort tomorrow!" said Ernie.

Twenty minutes later Kit and Ernie sat inside the Malt Shop. "OK Kit, what's the deal?"

"What do you mean Ernie?"

"You've been acting weird since the other day. You sick or somthin?"

Kit sighed and decided that he had to tell Ernie what was on his mind. "Don't take this the wrong way Ernie, but you're getting a little bossy."

The hyena blinked and didn't quite understand. "What do you mean bossy?"

_How can I put it without setting him off? _"You've been barking orders and its kinda getting out of hand."

"How so?"

"Well you were fussing at Sam about the door and window then you got on Felix about how high you wanted the dais…"

Ernie interrupted him, "Did the guys tell you talk to me about this?"

"No."

"So its stuff you're noticing?"

"Yes."

"Kit, you need to lighten up. I'm just trying to get the clubhouse done so we can be up and running."

"Lighten up?" _Is Ernie for real?_

"Yeah lighten up! You're my co-founder and we need to be getting this club going!"

Kit noticed that Ernie said '_my _co-founder'. "I'm fine with getting it finished, but we shouldn't be nagging the guys. They're our friends, not our slaves."

Ernie looked hard at his friend. Kit had a grown up manner to him and he seemed to very astute at reading people. He was different from any other kid he knew and it made him wonder if he noticed things about him. After all, Kit was there in the office when his mother had mentioned that he didn't have any friends. That fact made him blush with embarrassment.

Kit sensed something with his friend and gave him a concerned look.

Ernie looked down at this malt and took a big slurp of the chocolate drink and said, "OK maybe I'm kinda being bossy, but I just want the club ready OK?"

"I understand Ernie, just go easy on em'."

Saturday was a scorcher. The boys had shown up at 10 in the morning and had immediately set to work. The plan was to finish the walls by dusk, but the hot weather caused the boys to slacken their pace. The sun beat down upon them as they worked and forced them to take breaks in the shade of the tree.

"Cripes it's a hot one today!" said Bert as he took a gulp of some ice water that the boys had brought with them in a cooler.

"It's going to get hotter," said Felix who unbuttoned the top two buttons on his yellow shirt.

"OK guys, we'll get back to work in five," said Ernie who strolled up to the four other boys.

Kit looked at Ernie and was quick to notice that his friend was reverting back to his controlling ways. "How about 10 minutes Ernie?"

The skinny boy put his hands on his hips and looked at Kit. "Fine, 10 it is." Ernie plopped down and leaned against the tree. The boy wiped sweat from his brow and then undid his overall straps. He removed his shirt, rebuttoned the overalls, and said, "Much better. You got a good idea Kit."

Kit had forgone his green sweater due to the heat and was clad in a pair of grayish-green cargo pants. He had taken off his white undershirt and had put a blue bandana around his neck. "You're not the only one with good ideas Ernie."

The boys finshed up their break and set back to work on their clubhouse. By three in the afternoon they were tired out and ready to call it a day…all except Ernie.

"C'mon guys, just another hour. We can get the stairs done," said the hyena.

"We should stop for now," said Bert, "We've got a lot done anyways."

"Yeah, I'm tired," added Felix.

"You guys are wimps!" snapped Ernie, "We're on a roll! We shouldn't stop now."

"I'm calling it a day guys, I've got lasagna tonight and my Mom wants me to stop and get some cheese on the way home." said Sam who got up to leave. _Ernie's being a jerk!_

"C'mon fellas! Just another hour!" protested Ernie.

Kit could see that Ernie was back into his 'I want everything my way' mode. "We'll get back to work Monday Ernie."

"Oh not you too Kit!"

"Ernie, your acting like a baby," said Felix who got up to go. He was followed by Bert.

"Where you guys going?" said Ernie.

"We'll see you Monday guys!" said Bert.

Ernie stood dumbfounded as he watched his friends leave. How could they quit now? They could get a lot more done in an hour if they only tried! He looked up and saw Kit staring at him from the half-finished deck. "What? Aren't you leaving too?" He said with contempt. Kit responded by shaking his head. "Oh, what's that for?" Ernie said angrily.

"Ernie, remember what we talked about?" asked Kit.

"Like you know everything! You think you're a know-it-all don't ya huh?"

Kit climbed down and walked to his friend, "You're acting like a jerk and if you can't tell it's getting on everyone's nerves."

"You mean _your _nerves!"

"Ernie I don't want to argue," said Kit pleadingly but Ernie was already pumped up.

"This is going to be our club! Don't you want to get it going?"

"Of course I do-"

"So then why don't you start backing me up instead of leaving me hanging?" Ernie was beginning to get mad and his voice wavered with anger, "I'm the only one who's doing anything to get this place done and you're just doing your own thing and not even helping me!"

"Ernie calm down."

"No! You need to back me up Kit. You're my friend aren't you?"

Kit looked at Ernie and saw that the boy was on the verge of a major temper tantrum. "You know I'm your friend Ernie, you shouldn't even have to ask that."

"Then _friend, _why don't you start contributing to the club and help me get these guys going?"

"Cause it's like I said before, they're our friends not our slaves. They're as much a part of this club as either of us."

"Kit," Ernie said with barely contained anger, "I'm not a slave driver. I just want our place ready so we can be a real club. I can't do it without your help."

"Sorry Ernie, but you need a few days off from this to cool off and give the guys a break. Everyone's been working hard and we need a break from this. _You _need a break from this."

Ernie's eyes narrowed and he felt like he had been slapped across the face, "OK fine! Fine! We'll take our break, but I hope I can count on you Monday!"

"Ernie," Kit began but was cut off.

"On seconds thoughts, you know what _Clodhopper_? I gotta better idea! Why don't you take Monday off as well seeing that you need a break, you and the guys! I'll do it myself!" And with that he turned and ran toward the fence.

Kit fumed as he watched his friend disappear over the fence and sighed to himself. Ernie was getting all riled up over this and he in turn was mad. He looked around and saw that Ernie had forgotten his shirt. Kit grabbed the pale blue shirt and debated taking it over to his friend's house, but decided against it. If he returned the shirt he was sure that the two of them would resume their argument. Ernie needed some time to cool off and so did he.

Baloo was lounging in his hammock, which he had hanging under the _Sea Ducks's _left wing, and was enjoying a snooze when the sound of footsteps woke him. The pilot looked up and saw Kit coming down the pier toward him. The boy had on a white t-shirt and a pair of cargo pants. In his left hand be clutched a pale blue shirt.

"Buy a new shirt?" Baloo asked.

"No Papa Bear, this is Ernie's."

Baloo furrowed his brow, "Why do you got Ernie's shirt?"

"Remember when we talked about him?"

"Let me guess: he was actin up wasn't he?"

"That's putting it lightly."

"Wanna talk about it?" Baloo said as he sat up on the hammock and motioned to Kit to take a seat.

Kit hopped up next to Baloo and told him about the altercation that took place at the junkyard. He explained to Baloo how Ernie had thrown a fit and had ticked everyone off. He let Baloo now that Ernie had gotten mad and dismissed him.

Baloo stroked his chin in thought and said, "Maybe Ernie's not used to having friends and doesn't know how to act. You remember what his mother said at the office?"

"I thought about that too and if it's true, I kinda feel bad for him."

"Maybe in a few days he'll be over it, but don't hold it against him, he's yer pal after all."

Kit thought about what Baloo said: Ernie was his pal. He was the first friend he had made and despite Ernie's noticeable lack of maturity, he really liked the hyena. He might be obnoxious, but he was still his friend and a good one at that. Kit decided he'd give Ernie a couple of days and then go and see if he'd calmed down. "I'm gonna leave him alone for a few days and then I'll see if he's OK."

"That sounds like a good idea Lil Britches, now let's see about getting us some dinner."

It was a quarter till midnight but Ernie couldn't sleep. As a matter of fact he was wide awake despite going to bed two hours earlier. The boy had tossed and turned and now lay staring up at the dimly lit ceiling, hoping that he could fall asleep, but there was too much going on in his head to fall asleep. He was still steamed by the incident at the junkyard. He was mad that the others had bailed on him and was irate that Kit had gotten into it with him and to top it off he had forgotten his shirt at the junkyard. He didn't even notice it until he had returned home and his mother pointed that fact out to him. He didn't get in trouble for it but was told not to lose his belongings. The hyena cub had had an all together rough day mainly for one reason in particular. Kit Cloudkicker. The bear cub had questioned him in front of the guys and made him look like a chump. After that everything had fallen apart and then he and Kit had gotten into it. The thought made Ernie's stomach churn. He was made to look like a fool. Then Ernie realized something. In his anger he had told Kit not to come to the junkyard on Monday and to tell the guys the same thing. _What if Kit doesn't come back at all? What if none of them come back at all? _The thought made the boy nervous. He didn't want to lose the few friends he had. He didn't want to be alone again. _Alone_. The word terrified Ernie. He had always been a loner. Ever since he was little he never quite fit in with the other kids. He had had a few friends at school but nothing ever solid. Now that he had made friends with Kit and the guys, Ernie felt like he was somebody and he liked it. It was his idea to start the club and for the first time in his short life he felt like he could be somebody. He thought he could be _liked. _But now he had let his emotions get the best of him and he was now dangerously close to losing his friends. Above all he didn't want Kit to abandon him. Kit was the first real friend Ernie had ever had and to be perfectly honest with himself, he looked up to the bear cub. Kit was the kind of kid that Ernie wanted to be but never could: brave, friendly, loyal, smart, and good natured. Ever since he had met Kit and found out about his adventure during the Air Pirate invasion, he had looked up to him. Kit didn't know it, but Ernie idolized him. What would he do if Kit didn't want to be his friend? What if none of them wanted to be his friend? Ernie rolled onto his side and pulled his covers tight under his chin. He felt miserable but this was a feeling he was used to. He had been able to get by without friends before and if he had to, he'd do it again. If they didn't want to be friends with him anymore then fine, he could deal with it, he always did. _If they don't want to be my friends then fine! Screw em'! And if Kit thinks he's such a know-it-all then screw him too! They can have him! _Ernie smiled grimly, closed his eyes, and drifted off to sleep.

"So guys, any of you going to work on the clubhouse today?" asked Bert as he sat down at the lunch table. It was Monday and today none of them were supposed to be at the junkyard.

"I don't think so, not after what Kit told us," said Sam, "Besides, Ernie is being a jerk."

"Where is Ernie anyway? I haven't seen him all day," said Felix who scanned the crowded cafeteria for any sign of Ernie.

Kit looked too, but didn't see hide nor hair of the hyena.

"Wait a sec," said Bert, "I just remembered that he was called absent in class today."

"He's sick?" asked Sam.

"Probably faking it," interjected Felix.

"Are you guys really mad at him?" asked Kit.

The other three boys looked at each other and shrugged. It was Sam who spoke up: "I'm not mad at him, but he is getting kind of bossy."

"I know he's the leader and all that, but he needs to tone it down," said Bert.

Although there was no official vote, it was universally accepted that Ernie was the leader of the little group. He had had the idea to form a club, he had gotten things moving, and he had consistently stepped up. No one else did as much for the club than Ernie. Not even Kit who had to concede to the fact.

"I don't have a problem with Ernie being the club's leader, but I'm hoping that he's thought about how he's been acting lately," said Kit.

"Think he'll come down off his high horse Kit?" asked Felix.

"I hope so."

"Well, I'll give it one more day but tomorrow I'm going back over to the junkyard to help fearless leader."

The other three boys agreed with Felix, but Kit decided that he wasn't going to follow Ernie's order to take today off. _I got a feeling that Ernie isn't sick at all._

As a matter of fact, Ernie was in perfect health. He had decided to ditch school and spend the day picking up the slack from everyone else. Presently the boy was hammering another step on the stairway. He had been working hard since 8:30 in the morning and had accomplished quite a lot since Sunday. He had the walls up and half of the stairs finished, but he was feeling fatigued. He'd give himself a couple more hours and then head back home and hope that the school didn't call his folks. The boy brought his hammer down toward a nail but missed.

"OUCH!" he yelped and then rattled off a string of curses and clutched his thumb. He took a deep breath and composed himself. He was getting worn out and his anger at the others was getting to him. "What a bunch of no-good louts! Can't even depend on them! I gotta do everything myself! Well I'll show them! They don't want to help me then fine I'll get everything done!"

Little did Ernie know his little tirade was being over heard. Kit had headed over to the junkyard as soon as school let out and had arrived at the tree house right when Ernie had accidentily hammered his thumb. He listened as Ernie swore like a drunken sailor and then started going on about how he had to do everything. Kit quietly climbed up the tree and poked his head into the empty space where the window was going to go. Inside Ernie was nursing his sore thumb and going on about how the only person he could ever depend on was himself. The hyena stood up and sat himself down on a stair step and then caught sight of Kit gazing in at him.

"What are you doing here? Didn't I tell you not to come today?" Ernie asked Kit with a lot of force behind his words.

"I know you're the boss, but I just wanted to see how it's going."

"Well see? Now you can go."

"What if I don't want to?"

"I don't care! I said I'm going it alone today so there!" snapped Ernie.

Ernie watched as Kit's face disappeared from the window. _Wow, he actually listened. _Suddenly Kit entered in through the open doorway. Ernie watched as the bear cub sat down on the floor and leaned against the wall.

"You've really got a lot done Ernie, I'm impressed," said Kit as he took in Ernie's progress.

"Why are you here?"

"I'm just seeing how things are going and how you're doing."

"Why don't you just leave me alone today Cloudkicker?"

"Oh so you're not calling me C_lodhopper _today," Kit said with a laugh.

Ernie scowled, "That was just the other day. Now can you please leave?"

"OK Ernie, have it your way," Kit said and stood up to go. He walked out the door but was stopped by Ernie.

"Wait, you can stay…if you want."

Kit came back in and sat down with a little smile on his face. Ernie stared at him and was secretly thankful that he had come back.

Ernie looked at Kit and said, "They're all mad at me aren't they?"

"No, they're a little annoyed but they still like you, if that's what you're worried about."

"I figured no one would actually show."

"Sorry to disappoint you."

"It's OK,"Ernie said and then added, "I don't try to be a jerk you know."

"So it comes natural?" Kit said with a mischevious smile.

"What? Oh wait, NO! What are you trying to say huh?"

"Nothing, just making a little joke."

Ernie calmed himself and went on, "You think I'm a jerk don't you? I mean you said it the other day."

"I said that you were acting like a jerk, not that you are one."

"So I'm not a jerk?"

"No, but you need to tone yourself down."

Ernie took a deep breath and went on, "Can I tell you something Kit?"

Kit looked at Ernie and saw that the boy had a solemn expression on his narrow face. The two reddish spots of fur on his cheeks, which normally made him look upbeat, now served in stark contrast to his demeanor. He looked like something was bothering him.

"I know I've been acting like a jerk lately, but it's just that I'm really looking forward to our club," Ernie said and then mumbled something that was barely audible.

"What was that last part?" Kit asked.

Ernie mumbled something else that Kit couldn't make out.

"What?"

"I said I've never had any friends OK! Not really…" Kit saw his friend bringing his knees together and wrapping his arms around them. He then rested his chin on his knees and continued, "I know you heard my Mom mention that I didn't have any friends when we were in the office and I was hoping you didn't hear her, but I know you did. I know you know that I didn't have any friends…and don't deny it!"

Kit didn't, "I heard Ernie." Kit didn't say it, but he had felt sorry for him.

"You know, I got so used to not having friends that it stopped bothering me. I didn't let it get to me, but then," he paused and continued, "But then we ran into each other and we hit it off and it was great."

Kit smiled, "Ran into each other is right!"

"It was neat how we had stuff in common and then going up against those guys was something. Then with the other guys I realized that it was nice to have friends. I shouldn't have snapped at you Kit, I'm not a good friend, I'm a bad friend...I guess."

"Don't go feeling sorry for yourself Ernie, you're not a bad friend."

Ernie didn't listen, "I know I shouldn't be bossy, but for once I wanted to be the guy in charge. I want to be the leader and have friends that actually liked me!"

"You are our leader Ernie. The guys agree on that and we all like you."

Ernie sniffled a little, "Don't kid me Kit."

"I'm not kidding."

"You mean that? They actually see me as the leader?"

"Yes. You founded the group, you brought us together, you took charge, and to top it off you're the guy everybody looks up to in the group."

"Really? What about you?"

"What about me?"

"Don't they look up to you?"

Kit thought about it and then said, "Maybe a little, but it's clear that you're the leader."

Ernie swallowed hard at this revelation and then said something to Kit that surprised the bear cub. "I look up to you Kit."

"What?" Kit said with surprise, "Me? Why?"

"Cause I do…and besides, you're the only one who actually puts up with me and tries to get me to be a better friend. Plus, you did that thing during the invasion. How can a kid not look up to you?"

Kit had never really thought of it this way but maybe Ernie had a point. "I just found myself in that situation, besides you know that I'm just trying to be a normal kid."

"I know, but I meant what I said, every word."

Kit stood up and looked at his friend who still sat hugging his knees tightly to his chest. Ernie looked sad. Kit walked up to him and extended his hand.

Ernie looked up at the outstreatched hand, "What?"

"C'mon, we got some more work to do partner."

Two hours later the two boys stood side by side admiring the tree house. The stairs were completely finished and the smaller, second floor had been laid.

"It's coming along isn't," said Kit.

"It sure is. Thanks…for not listening to me and not staying away."

"Not a problem."

"You're not gonna tell the guys what I told you are you Kit?" Ernie asked. He was petrefied by the possibility that Kit might tell about their conversation.

"Nope, it's safe with me."

"Friends?" Ernie asked shyly.

Kit smiled and threw an arm over Ernie's shoulder, "Always!"

Ernie smiled and then noticed a bit of pale blue peeking out from Kit's green sweater. "Isn't that my shirt?"

"Sure is!" Kit said and pulled the shirt out and handed it to Ernie, "Almost forgot about the reason I came here."

"The shirt was the reason?"

"Well part of it buddy!"

Ernie's face brightened, "Thanks partner! Now let's go get us some malts, my treat!"

The two friends sprinted to the fence, climbed over, and headed for the Malt Shop. The founding members of the club had ideas to go over.

Kit slowly climbed out of bed and quietly dressed in the darkened bedroom. Baloo was snoring softly and more than likely wouldn't be woken up by Kit. The boy looked closely at the alarm clock, squinted, and saw that it was 11:20 p.m. He had to be at the treehouse before midnight. He tip-toed out the door, went downstairs, and left Higher for Hire. He wound his way through the quiet streets keeping a sharp lookout for any cops. Elsewhere, four other boys were quietly sneaking out and heading toward the now complete clubhouse. In the days after Kit and Ernie's talk, the club house had finally been finished right before dinner and now they were all on the way to the first meeting of the club on a dark, Saturday night.

Kit was the second one to arrive. Ernie had beaten him by over 30 minutes. Next came Sam who was 10 seconds behind Kit and he in turn was followed by Bert and Felix who just happened to live next door to each other. The five boys climbed the steps and entered their clubhouse.

The place really looked great: The boys had finally added the door and window as well as a propeller that was attached to the outside of the building. On the inside there was a raised platform on which stood a podium, complete with a bicycle handle attached, and a worn green seat that had been taken from an old airplane. The boys broke out some candles and flashlights that they had brought with them and then they stood before the dais.

Ernie disappeared upstairs and shortly returned with a small crate filled with pots, pans, and colanders. The boy walked behind his friends and placed one of the cooking implements on their heads. He then donned a pot and jumped up on the dais.

The boys watched as Ernie took up position at the podium and at the stroke of midnight, picked up a mallet and banged it on the podium's top. "I call to order the first meeting of Jungle Aces Secret Midnight Club! Our first order of business is to explain why we are the Jungle Aces and what we're about!" Ernie motioned for Kit to step up.

Kit went to the podium, adjusted his colander, and began: "We are the Jungle Aces Secret Midnight Club because One. We live in a jungle region, Two. We all want to be fighter aces, Three. This is a secret organization, Four. Our very first meeting is at midnight, and Five. We are a club!"

The boys clapped and then watched Kit continue.

"This club is founded on the principles of our love of flying and adventure! Everyone here has had an adventure and has been deemed worthy of membership. There are only five of us, but each of us has an equal say in club matters and now I propose that we name our founder, Ernie Spiller, as our club president! All in favor say 'Aye',"

Now was the moment of truth for Ernie. He had taken Kit's advice and toned down his rhetoric. He kept his mouth quiet and did his best to earn the trust of the guys. This vote would validate Ernie, if he was in fact elected. The hyena looked out at his four fellow members with nervous anticipation.

"Aye!" said Sam.

"Aye!" chimed in Felix.

"Aye!" shouted Bert.

Ernie looked to Kit. The bear cub smiled at him and then said, "AYE!" The decision is unanimous, Ernie is club president!"

Kit and the other three boys cheered on their newly elected leader.

Ernie felt himself blush and swell with pride at the same time. His friends had chosen him to be their leader and now, for the first time in his life, he felt accepted. "Thanks fellas! I know I was being a jerk for a while but I was just wanting to get our club up and running and now that it is, I want to thank someone for making me realize that a guy can't always be a jerk. I want to nominate the club's co-founder as my vice-president!" Ernie turned to Kit and winked. "All in favor say 'Aye'!"

A chorus of 'Ayes' filed the clubhouse followed by Ernie's 'Aye'.

Kit smiled at his friends in thanks. Afterward Kit and Ernie led their fellow Jungle Aces in their club's anthem:

"Pick them up! Knock them down! Hit them hard and make them frown! Over sea! In the sky! Jungle Aces flying high! FLYYYY ACES!"

That night after the club's first meeting drew to a close, each boy carefully made his way back home so as to avoid being caught breaking curfew. Little did each of them realize that on this night they had forged lifelong friendships.


	6. A Bad Penny

**A Bad Penny**

_"I'm like a bad penny, I always turn up"-Harrison Ford_

On a bright Saturday morning the _Sea Duck _cruised among the clouds…with a 12 year old boy in tow.

Kit held onto the tow rope and leaded back onto his airfoil as Baloo kept his plane at a relatively slow 95 mph. The two had left at 9 a.m. sharp on their day off and headed toward Louie's where good food and fun times awaited them. Baloo had wanted to take Kit to Louie's ever since a week and a half earlier when he and Rebecca had stopped there on their way back from Pazuza. Finally he and Kit would be able to spend some good quality time together.

Baloo turned the plane to the left and poked his head out the open window. He had a split second glimpse of Kit cloudsurfing before the rope followed the plane's arc and took the cub out of view. Baloo smiled as he watched the boy having fun. Over the past couple of weeks Kit had shown some improvement in his academics and had made a few friends his own age and so Baloo had decided that the two of them needed to go out and celebrate.

Kit saw the plane ahead of him bank to the left and for a brief moment he saw Baloo stick his head out and look in his direction. The cub smiled but didn't have time to wave as the rope followed the plane's path and took him out of the line of sight of Baloo. The next thing Kit did was bring his right foot up to a loop that he had tied into the rope. He secured his foot, let go with his hands, and leaned back. With his arms above his head and the wind in his face, the boy had one thought; _this is the life! _

The past week had gone quickly for Kit. Last Saturday at midnight, he and his friends had met in secret and had the inaugural meeting of the Jungle Aces Secret Midnight Club, or Jungle Aces for short. The five boys had continued to improve on their clubhouse all throughout the week, but had resorted to meeting earlier than midnight…a lot earlier. Additionally, he felt like he was becoming more at ease with school and was told by Mrs. Morrisey that he had shown a decent amount of progress. All in all, he was getting used to living in Cape Suzette.

Kit saw the plane ahead of him begin to descend toward a layer of clouds and he freed his foot from the loop. He took hold of the handle and cruised into the clouds. A moment later he burst out of the clouds and saw Louie's off in the distance. Seeing his cue, he climbed his way down the rope and into the aircraft.

In the cockpit, Baloo turned his head toward the rear of the _Sea Duck _and saw Kit making his way toward him. He took the plane down at a sharper angle, causing Kit to lightly sail into the plane. Once the cub was safely on board, he pressed the ramp control button and closed the cargo ramp. Kit folded his airfoil, trotted into the cabin, and jumped into his seat.

"Have fun out there Lil Britches?"

"It was a blast!" said the boy with a wide smile.

Baloo let out a chuckle, "Work up an appetite out there?"

"I think I could use a couple of burgers and a Krakatoa Special!"

"Now that's what I'm talkin about!" Baloo said as he took the _Sea Duck _in for a landing.

Baloo and Kit strolled into Louie's and made their way up to the bar. Louie was fixing up a couple of drinks for two pilots when he saw his friends enter.

"Hey Baloo, Kit how are yous twos doin?"

"Hiya Louie, Me and Kit needed a break from work!"

"Been working hard or hardly working?" Louie said with a smile.

"Baloo's been busy with work and I've been busy with school," said Kit who hopped up on a bar stool and spun around.

"Well you boys have come to the right place! I got just what you need here," said Louie who added, "What you hungry for?"

"I could sure use a few burgers Louie," said Baloo as his stomach growled, "Make that more than a few!"

"I'll have a couple burgers and some fries Louie," said Kit.

"Comin' right up fellas!"

Baloo and Kit ate their meals and enjoyed the few hours that they spent at Louie's. When business hit its pre-dinner lull, the two went out on the pier and fished for a few hours and managed to catch a few fish that they had Louie cook up for them. As night fell the establishment filled up with its usual crowd and the party began. Baloo took center stage as Louie's band belted out song after song. Kit made a couple of forays onto the dance floor, but it was Baloo who was the center of attention. Kit laughed as he watched his friend make a spectacle of himself.

Baloo and Kit were now an hour and a half out of Cape Suzette. The two had left a little after 10 p.m. and now the _Sea Duck _cruised among the moon-lit clouds at a moderate speed. Inside Kit was fast asleep in the copilot's seat. Baloo looked over at the sleeping cub and smiled. There was something about the serene look on the boy's face that made Baloo feel happy. He noticed just how much his life had change since that December morning when Kit had come into his life. There was still a lot he didn't know about the boy; his past was vague, he never mentioned anything about his life at the orphanage, and he never said if he knew anything about his parents or not. Baloo had thought about asking him and had even mentioned it to Rebecca a couple of weeks back but they had both decided against it. They didn't want to risk bringing anything up to Kit for fear of making the boy revisit things in his past that may have troubled him. The best idea they reasoned, was to wait until Kit was ready to tell them of his past, if in fact he would ever tell at all.

The _Sea Duck _was not the only thing that was flying through the sky that night. Several hundred feet above and behind them lurked another aircraft, but it was nothing like the Conwing. This was a 1,500 foot long behemoth, painted black and purple, and emblazoned with Skull and Crossbones.

Inside the _Iron Vulture, _second-mate Will glanced down from the port side window of the bridge to the layer of clouds below. He was on his watch shift and was bored out of his mind. Suddenly movement below caught his attention. He grabbed a nearby telescope and focused in on a plane. As he gazed at the plane he noticed that it was a Conwing L-16, a _yellow _Conwing L-16. "I wonder…"

Don Karnage was on a sandy, tropical beach with a bevy of beautiful ladies who were attending to his every whim. The gorgeous wolf ladies fanned him with palm fronds, massaged his shoulders, and fed him grapes. In front of him was an old wooden treasure box that his pirates had presented to him. Karnage nodded to Dumptruck to open the box. The hulking Great Dane picked up a sledge hammer and began to beat on the wooden trunk. Karnage licked his lips at the thought of all of the riches inside. Dumptruck hammered the box so loudly that the noise began to annoy Karnage and all of a sudden the pirate leader woke up. Gone were the sandy beach, the beautiful girls, and the treasure chest. The pounding noise was still there however.

"Who dares disturb my slumber!" He yelled as he jumped out of bed and went to the door. "If this is something insignificant then I will hang you from the yard arm by your pinkies!" He threw open the door and saw his second mate looking at him. "What is it you ignoramus? Why are you not at the bridge?"

"Capt'n, there's a cargo plane out there!"

"So? I am trying to sleep!"

"It's a Conwing L-16, a _yellow _Conwing L-16!"

That got Karnage's attention, "Will, get everyone ready to go!"

Will turned and ran to carry out his captain's order.

Karnage went to his sword rack and removed his favorite cutlass. As he admired the weapon's sharp edges in the moonlight he smiled sinisterly, "If it is who I think it is then someone is going to pay for his betrayal!"

Baloo struggled to stay awake as he and Kit neared Cape Suzette. They were only about an hour out but the bear was feeling his long day catching up with him. Luckily he had the next day off so he planned to use it to catch up on some much needed sleep. He let out a yawn and rubbed his teary eyes and then his ears pricked up. The sound of another plane coming over him shocked him out of his tiredness. A CT-37 came screaming over him and dropped down directly in front of him. Two more pirate fighters came up on either side of him. He was effectively boxed in.

"Oh great!" Baloo said as he realized he was surrounded.

"Wha,what?" asked Kit as he stirred from his sleep.

"We've got company!"

Kit snapped his eyes open and saw that they were surrounded. The air pirates kept a tight formation around the _Sea Duck, _but did not fire. He had no idea why that hadn't shot at them which is what the pirates normally did. A moment later he found out why.

"Attention Baloo, it is you know who speaking to you."

"What do you want Karnage?" Baloo said with anger in his voice. He looked to Kit and added, "This guy is like a bad penny!"

"You may be wondering why I have not had you shooted at."

"Cause you have a genius plan?" Baloo said sarcastically.

"Ah, you recognize my genius yes no?" said Karnage who had no idea that Baloo had just mocked him. "It is not you who I am after…but _him."_

Kit gulped on hearing this. Karnage wanted revenge for his defection. He looked to Baloo and saw that the pilot looked at him with concern.

Baloo wasn't going to let Karnage harm Kit, "Listen up Karny, he's not here. He's back in Cape Suzette!"

"How dare you call me Karny!" Karnage hissed. The pirate leader paced around the bridge and decided to have his men escort Baloo up to the _Iron Vulture. _"Baloo, if that is the case then perhaps you will not mind if I take a looksy at your cargo then yes no? Dumptruck, bring him to me!"

Baloo looked to Kit and said, "You gotta hide Lil Britches! He doesn't know yer here!"

"No, I'm not afraid of him!"

"It's you he wants so you gotta hide!"

The truth was there was nowhere to hide: there was no cargo and Kit couldn't try to escape on his airfoil. It looked as though the boy was stuck between a rock and a hard place. The something dawned on Baloo.

"Kit, I've got an idea…"

Karnage stood on the catwalk and looked down at the hangar bay. The _Sea Duck _had just landed and Hal was leading a group of pirates toward the plane. He saw Baloo step out with his hands up.

"OK Karnage here I am!" Baloo shouted.

"Where is the boy?"

"I done toldja, he's not here!"

"We shall see about that!" Karnage said as he made his way down to the hangar floor and over to the plane. He strolled up to Baloo and smiled. "You know Baloo, my pirates wanted to shoot you down, but I was kind enough to spare you this time."

"Gee how nice of you."

"They did not realize that my intentions."

"And what are your intentions."

"I, the great Don Karnage, do appreciate the finer things in life. I appreciate a formidable adversary and you have proven yourself to be one. However you are not as formidable as I."

"You didn't seem all that formidable when I stopped you."

"What?!"

"After all, I'm the one who knocked out your lightning gun and I'm the one who gave you a load of soap for a Christmas present!"

Karnage was steamed. "How dare you insult me! You got lucky that is all! It is by my good graces that you are still alive!"

"Capt'n, he's not in here!" called out Maddog in his whiny voice. "We looked all over and there isn't even any cargo to steal!"

Karnage shot a hard glance at Baloo, looked toward a row of fighters, and then stroked his chin in thought. "Hmmmm, maybe you are being truthful yes no? I will speak to you alone!" He said and nodded to Maddog who led the men away.

Baloo watched as Karnage's henchmen walked off, leaving just himself and Karnage.

While all of this was happening, Kit had managed to sneak away from the _Sea Duck _and take refuge behind a CT-37. As they had been led into the _Iron Vulture_, he had run into the cargo area and lifted up the panel that led to the plane's port side wheel. As they came into land, he jumped down into the space made by the deploying wheel and hid out. Once they had come to a stop, he climbed out and made a dash for a nearby plane. Baloo had intentionally landed the plane close enough to the parked fighters that the pirates were prevented from moving to their port side. This gave Kit the chance to make his escape.

"OK Karnage what now?"

Karnage casually waved his cutlass as he spoke, "It is not everyday that someone gets the better of the great Don Karnage. It is true that you are a formidable adversary and for that reason I have kept you alive."

"Why thank you," Baloo said with dripping sarcasm.

"Which brings me to the boy; He betrayed me and now he must pay for his insolence!"

"He's just a kid Karnage!"

"He is a pirate and pirates do not betray!"

"If you even so much as harm on hair on his head I will make you regret for the rest of your life!"

"I do regret one thing about the boy. I should have had him dropped off the ship five minutes earlier!" Karnage said as he swung his cutlass down.

"I'll never let you harm Kit!"

"If the boy backstabbed me then what makes you think he wouldn't do the same to you hmmm?"

Baloo looked at the wolf with a steely eyed expression. "Cause Karny, he's my friend and I don't treat him like he's some object like you did!"

"That boy has caused me headache after headache! I should stab you to make myself feel better!"

"Go ahead Karnage, better me than you hurting Kit!"

"You really like that brat?" Karnage asked in wonder.

"That 'brat' is a better person than you'll ever be and to answer your question…YES!"

"Then you are an even bigger fool than I thought…" Karnage said as he lunged at Baloo with his sword.

What Kit hadn't realized was that Karnage knew he was there. He hadn't noticed that Karnage had caught a quick glimpse of him in the shadows of a fighter plane. Karnage had pretended not to notice just so he could toy with Baloo. He set Baloo up and played Kit like a fiddle. None of this was going through Kit's mind as he watched Karnage take a stab Baloo however. The only thing he could think of was saving his friend.

"BALOO DUCK!" Kit screamed as he launched his airfoil at Karnage.

Baloo threw himself to the side and watched as Kit's airfoil went sailing by. Karnage sidestepped the device and smiled as he saw his former protégé reveal himself. Kit knew it from the moment he had seen his former leader smile at him: He had just been duped.

Karnage was ecstatic. He had successfully lured the boy out from his hiding place. He had seen the boy shifting around under the airplane when he thought no one was looking. He had just had to bait the boy into revealing himself and threatening Baloo was just the thing. Now Maddog led a charging group of pirates toward the boy who had his back to the wall. "I saw that one coming a mile away boy!"

Kit groaned as he realized that he was trapped. Maddog and several other pirates were coming right for him while Dumptruck and Hal came to Karnage's side. Kit glanced left and right and saw that he had nowhere to escape. The only thing he could do was attack.

Baloo had heard Kit cry out in warning and had thrown himself to the floor. He looked up and saw Karnage casually move to the side as Kit's airfoil went zooming by. The device clattered to the ground and a hoard of pirates came charging in after Kit. Baloo watched helplessly as the cub was surrounded by the revenge-seeking pirates. He made to lunge for Karnage's feet but stopped when he saw Hal and Dumptruck step up to protect their leader. Baloo slumped to the floor and looked back toward Kit. The boy was caught and had nowhere to go. But then the boy did something that surprised everyone: he yelled and charged a short, bearded pirate.

Kit let out a fierce yell and ran at full speed for the oldest pirate in the crew. Salty was a crusty old pirate who had been in the business since Karnage was in diapers. The old pirate had sailed with Karnage's father and grandfather and had been eagerly sought out by Don Karnage when he first formed the air pirates. Salty had been extremely difficult to find and it took Karnage two years before he tracked him down. The old pirate had gladly joined up with Karnage and lent his pirate expertise to the crew. He wasn't an assertive person and he preferred to follow as oppose to lead, but he was a valuable member of the crew. Right now however, the old pirate was the target of the cub, all because he and the cub were the same size. Kit barreled into Salty and the two went to the floor. Kit knocked the wind out of the old pirate, rolled over head first, got to his feet, and ran to his fallen airfoil. The only thing that stood in his way was Don Karnage and his two minions.

Don Kanage watched in horror as Kit collided into Salty and made his way in his direction. "GET HIM YOU FOOLS!"

Baloo took advantage of the confusion and kicked out at Hal's legs. The big cat went down cursing. Karnage dropped his guard as he saw Hal go down and that gave Kit the opportunity to drop down and slide between his legs. Once clear of Karnage, Kit jumped up and recovered his airfoil. Baloo went to get up but was forced down by Dumptruck and Hal. The big cat socked Baloo in the side and cursed at him for cheap-shotting him.

"That's for the cheapshot!" hissed the cat.

"That's not a cheap shot, this is!" Baloo said as he drove a fist right into Hal's gut. Hal doubled over and fell to the floor as Dumptruck wrestled Baloo to the ground.

"Get him, get the boy you ignoramuses!" cried Karnage, "I want that little backstabbing backstabber!"

Kit ran toward the stairs and went up two at a time with the pirates in hot pursuit. It seemed a reverse replay from his December defection with him running up as opposed to down. He ran into a corridor and slammed a bulkhead door and cranked in shut. He heard his pursuers banging on the door in anger. He turned and sprinted down the corridor and hung a left as the sound of bullets hitting metal echoed down the halls.

Baloo grinned as he saw Kit evade capture, "That kid too much for your pirates to handle Karnage?"

Karnage looked at the pilot who stood with his hands secured behind his back by Dumptruck and sneered, "Do not have so much faith in him Baloo! He will be found and when he is I will make you watch as I get my revenge on him." Karnage looked to Dumptruck and said, "Take him to the brig!"

"Der yes Capt'n."

Kit knew his way around the _Iron Vulture _like the back of his hand. He had spent a lot of his free time exploring the vast ship and had scouted out many hiding places and crawlspaces that ran the length of the vessel. He remembered a nearby storage room and made for it. Inside there was a panel that when opened revealed a narrow corridor that was lined with piping. He jumped inside, closed the panel, and headed toward the brig.

Dumptruck shoved Baloo into a large cell and slammed the door. The big pirate locked the door and put his hands on his hips. "Der Capt'n wants you to stay here."

Baloo looked at the pirate and said sarcastically, "No kidding."

A moment later Don Karnage walked in, "Well it looks like you are in a bit of a piccolo yes no?"

"You'll never get away with this Karnage!"

"Oh, like I have never heard that before. Many people have said the same thing and yet I, the Great Don Karnage, have always gotten away!"

"Ran away is more like it!"

Karnage balled his fists in anger and bared his teeth in a fierce grin, "How dare you insult me you fool! Don't you know I can have you dropped off of this ship at my littlest teeniest whim?"

"I don't know how Karnage, but Kit and me are gonna get out of here."

"HA! I'd like to see you try!"

Baloo watched as Karnage and Dumptruck left the brig and a large pirate with a red shirt and a horned helmet shut the door and stood guard on the room. Baloo noticed that this was the same pirate that had stood guard over Rebecca and Molly when they were on Pirate Island.

"I want that little backstabbing ball of fur found! Find him and bring him to me so I can torture him with the turnips and sandpaper!" raged Don Karnage to his underling.

"Capt'n he could be anywhere!" whined Maddog.

"Stop whining you fool and start looking!"

"Yes Capt'n."

Gibber went to Don Karnage's side and whispered something into his ear. The wolf grinned as he listened to what he was told. "Gentlemens, I have a brilliant idea!"

"What is it Capt'n?" asked Maddog.

"Watch my unsmart minion," Karnage said as he grabbed a mic and spoke over the ship's intercom.

Inside the narrow service corridor Kit stopped and listened as Don Karnage's voice came over the ship's intercom.

"Now what?" asked the aggravated cub.

"_Attention, attention my little backstabbing brat, it is I, your former leader speaking to you with my voice! We will be going to Pirate Island and when we get there I expect you to present yourself to I…otherwise I will do horrible things to your friend Baloo. You can either give up now or wait until we get to the island it makes no difference to I. But mark my words boy; if you continue to play these childish-type games then your friend will pay!"_

Kit bit his lip in frustration. He had to get Baloo out of the brig and get him out soon. He knew what Karnage was capable of.

Karnage looked at his fellow pirates and smiled, "We shall see how the brat likes these mangoes!"

Gibber sighed to himself. It was his idea to give Kit the ultimatum, not Karnage. _When is he ever going to give me credit for my ideas?_

Baloo sat on a bench inside the cell and listened to Karnage give Kit his ultimatum. The bear fumed at the villainous pirate's threats. He wouldn't let Kit give himself up for his sake, but he had a bad feeling that the boy was already working to do just that. He wasn't afraid about what might happen to him but he was terrified at what might happen to Kit. He knew Karnage had had Kit dropped from the _Iron Vulture _on a whim and he feared what the pirate might do to the boy now that he had had ample time to think out his revenge.

Kit knew it was a trap but he had to save Baloo. If he waited until they reached Pirate Island then the odds of them escaping would be astronomical. He had to spring his friend quick if they stood any chance of making it out. The cub reached into his green sweater and felt for the small skeleton key that was seated in one of the pouches he had sewn inside. Kit had snagged the brig's spare skeleton key when he was still debating defecting from the air pirates. At the time he had felt it could come in handy, but over time he had forgotten about it until now.

Karnage looked at his jeweled wristwatch and saw that it was nearing two a.m. He was scheduled to arrive at Pirate Island a little after 6 a.m. That gave Kit a little over 4 hours to turn himself in. He was confident that the boy would be found before they reached the island. At the present every available pirate was scouring the vessel in search of the boy. Karnage had expressly forbade his men to hurt the boy. He instead wanted Kit brought to him so he could dole out his punishment. In the two plus months since Kit's betrayal, Karnage had spent a lot of time thinking about what he would do when he got the boy in his clutches. He had fantasized about a myriad of little tortures that he could inflict on the cub, but oddly he also found himself thinking about the good times of when Kit had been his protégé. He fondly recalled the eager young cub proving himself as a worthy pirate. He felt a surge of pride remembering the day he had tied the blood-red scarf around the boy's neck. He remembered giving the boy fencing lessons just as his own father had done for him. That memory gave the pirate lord a strange feeling in his heart. He did for the boy what he would have done for his own son, if he had had a son of his own. In his mind he had acted like a father to Kit, and despite his anger, he was filled with a feeling of affection toward the boy. Even though the boy had willingly betrayed him he couldn't help but feel a certain warmth about the boy. He knew that Kit had had it in him to someday take his place as his worthy successor and he had sought to groom the boy in his own image. The boy was well on his way to becoming a great pirate, of that Karnage was certain. Then had come the disastrous raid on the _Queen of the Skies. _That heist had failed miserably and it had become the turning point for Kit. Karnage hadn't realized it at the time, but Kit had felt at fault for the tragedy and had decided to leave his fellow pirates. It was the only thing that made sense to the wolf. Why else would the boy had left? Karnage snorted in disgust, _The boy couldn't stomach seeing people die! Perhaps I really was mistaken to think so highly of him. _

An hour later, Kit lay inside of an air duct that led to the brig. He slowly inched his way toward a metal grill and looked down into the room. The room was empty so that meant that there must be a guard outside the door in the corridor. Kit knew getting into the brig and unlocking Baloo's cell would be a piece of cake. The hard part would be getting passed the guard. The cub though for a few minutes and finally had an idea.

Baloo was beginning to doze off when the sound of metal moving caught his attention. The bear looked around and didn't see anything that he could attribute the noise to. Then movement from the ceiling attracted him. He saw the air duct grate swing open and Kit's face appeared there.

"Baloo," whispered the boy, "Catch!"

Baloo saw Kit wind his arm and throw something toward him. He reached his hands out between the cell's bars and made contact with the object that Kit had thrown. He bobbled it and the object clattered to the floor. Baloo dropped to his knees and recovered the key. He looked up and smiled at Kit.

"Let me get outta here!" Baloo whispered.

"No! Not yet. I gotta idea!"

"What?"

"Give me an hour!"

Baloo watched as Kit retreated back into the air duct and closed the grate. "What is that kid up too?"

Kit scooted himself along the air duct as fast as possible without making much noise. A couple of times he had had to stop as he heard the voices of the pirates. He peered through another grate and spied Ratchet and Hacksaw walking and discussing him.

"Boy has that kid got it coming Hacksaw! The Capt'n is gonna skin him alive I bet!"

"I hope the Captain lets me strap a bomb on him and blow him up!" Hacksaw fingered the dynamite that was strapped to his muscular arms and added, "Maybe I can shove a stick of dynamite in his mouth!"

Kit watched as the two pirates moved off and then continued his movement to the engine room. _If we can't get to Pirate Island then I guess I can't present myself to Karnage!_

A heavy-set wolf nicknamed Thick Blade entered the engine room and found the chief of the ship asleep on the floor.

"Jock wake up, the Capt'n wants you at the wheel!"

The scruffy terrier opened his eyes and said, "Qu'est-ce? Quel etait ce yo dit?"

"Jock I don't speak," Thick Blade paused and continued, "Whatever you said."

The terrier stood up, yawned and said, "Nevermind. Are you going to be watching the engine room?"

"Sure, I got nuthin better to do."

"Bien, but remember not to touch anything. I will be back."

Thick Blade watched the Gaulish terrier leave, "Don't touch anything…got it."

Jock's exit was seen by Kit as he peered through another grate. He was glad that the kindly engine room chief was leaving. He didn't want to get into a tussle with the one pirate that was always kind to him. Jock had always treated him well and had once spent an hour detailing the events that resulted in Karnage getting the _Iron Vulture. _Unlike all the other pirates, Jock didn't take part in any crimes. Instead he was the one person who could run the ship and for that he was well respected by the entire pirate crew.

Kit crawled a little farther ahead and saw Thick Blade sit down and begin to nod off. Now all he had to do was get out of the air duct and disable the engines. _Piece of cake, _he thought.

Baloo didn't have a watch on but he was certain that Kit had been gone for at least a half hour. Where did he go? The pilot looked at the key in his hand and was tempted to use it. The only problem was the guard at the door. How would he get passed him?

"Ah Jock you are finally here! Take the wheel," said Will. "I've had to pull a double shift.

"Tired my friend?" said Jock as he took the wheel.

"Yup, and if it wasn't for the coffee, I'd of fallen asleep.

"Where is the Capitaine?"

"He's roaming around looking for the kid."

"Hmmm is that so?" _I hope he doesn't find him!_

"Well Jock ol'buddy, I'm outta here, night!"

"Goodnight," said Jock. _Good, once he leaves then I can get some more sleep!_

"Where can the boy be!" asked Karnage as he and Dumptruck walked down the central corridor of the _Iron Vulture._

"Der I don't know Captain."

"I know you don't know you blockhead, I was asking a rhetorical question!"

"What's a rectalic question?"

"_Rhetorical, _it is a question that doesn't require an answer."

"The why ask it Captain?"

"I am not required to answer."

Kit quietly slipped out of the airduct and tip-toed passed the sleeping pirate. He went into the engine room's tool room and withdrew a length of rope. He took the rope and carefully tied up the sleeping pirate. Thick Blade stirred twice and startled Kit, but never actually woke up. In a matter of two tense minutes, Kit had him tied up. The cub took Thick Blade's pistol and went back to the tool room. There he grabbed crowbar. The cub then walked over the section of catwalk that was above the starboard turbine and chucked the crowbar toward the gears. The tool wedged between the gears and caused them to seize up with a loud metallic groaning.

Thick Blade was brought back to consciousness by a loud metallic noise. He popped open his eyes and saw Kit standing on a catwalk. He made to stand up and go after the boy, but found that he was tied up. He managed to stand up, but lost his footing and fell down.

Kit laughed as he saw Thick Blade fall to the floor. He then looked to the engine and saw that it was struggling against the jam. Kit took aim with the pistol and started shooting different parts of the engine. One bullet pierced a pipe and caused a spray of oil to erupt. Another bullet hit an electrical box and caused a power surge that caused the starboard engine's controls to overload and short-circuit. Kit fired off the remaining rounds into the engine and then ran out of the room.

A droning noise caught Jock's attention as he was about to doze off. He looked to the bridge's control consul and saw that it was lit up. Something was wrong with the engine! Jock went to the intercom.

"Capitaine, the engines are malfunctioning and we are losing power!"

In the central corridor Karnage screamed, " To the engine room!" He and Dumptruck ran toward the room but when they got there, there was no sign of Kit, just Thick Blade on the floor.

"Will, I need you back in at the bridge s'il vous plait. I have to go and fix the engine," said Jock who smiled, _That boy is something else!_

Will woke up and groaned when he heard Jock call him up to the bridge, "What now!"

"Man that kid is something else!" laughed Baloo as he listened to the announcement that the engines were malfunctioning.

Kit had been hiding in a shadowy corridor and had seen Karnage and Dumptruck go running by on their way to the engine room. He let out a small laugh and made his way back to the brig via a nearby airduct. He crawled along and came back to the same grate that he had thrown the key to Baloo from. He poked his head out and whispered to Baloo. "Baloo, in five minutes unlock the cell and go to the door!" Then he was gone.

Baloo saw Kit poke his head out and heard his message. The boy went back inside the duct, leaving Baloo to wonder what the boy was going to do now.

Karnage was angry. "I want that brat found so I can grind his knees with sandpaper!"

"We're looking Capt'n," said Maddog who had just arrived with a pirate named Banditsnatch in tow.

"You are not looking hard enough you nincompirate!"

Maddog cringed and hurried off with Banditsnatch.

Kit climbed down out of another grate that was near where the brig guard stood. The big guard was called by the misnomer Tiny which started out as a little joke on account of his large size. Tiny was also the number of his IQ and so Kit was able to fool him rather easily. One of the things that Kit had a talent for was impersonations. The boy had a knack for being able to make himself sound like someone else. When he was a part of the crew he used to play pranks on the other pirates by impersonating someone else, sometimes he would be put up to it by the others. He had prided himself on his spot-on imitation of Don Karnage and had used it to great effect for laughs. It was a good skill to have and one that was about to pay off.

Tiny was bored from standing guard and was debating sneaking off to the galley for a bite to eat when he heard his captain call to him.

"Tiny! Go and find the boy!"

Tiny looked for his boss and asked out loud, "I thought you wanted me to stand guard."

"I told you to go and find the boy! Do not question your great leader!"

"Right! Find the boy!"

Kit watched the pirate go running down the corridor and laughed. "Gotcha!"

When Baloo had figured that five minutes had gone by he reached his hand out between the bars, inserted the skeleton key, and unlocked the door. He swung the door open and stepped out. Slowly he made his way to the door and then stopped as he heard the guard talking to someone. A moment later he heard the guard run off. He stepped to the door's narrow view port and looked around and down. To his surprise Kit stood there looking up at him with a big smile on his face.

"Hiya Papa Bear!"

"Lil' Britches! Ain't you a sight for sore eyes!"

"Slide the key under the door."

Baloo slid the key to Kit and a moment later the door unlocked.

Ten minutes later Karnage saw Tiny running by and froze in shock. "Tiny, why are you not at your post!"

The big guard looked at his boss and said matter-of-factly, "You told me ta go an look for the kid Capt'n."

"YOU IDIOT! HE TRICKED YOU! BACK TO THE BRIG!"

When Don Karnage and his men reached the brig they found it empty.

"Boss der not here," said Dumptruck.

"I can see that you imbecile!" Karnage snapped, "Somebody find the boy before I get angrier!"


	7. Escape from the Iron Vulture

**Escape from the Iron Vulture**

"_Who bravely dares must sometimes risk a fall"-Tobias G. Smollett_

While Don Karnage was busy getting angry, Baloo and Kit were making their way across the _Iron Vulture _to the _Sea Duck. _The pair had to move quickly and cautiously in order to avoid attracting any pirates.

"OK Lil Britches, whats yer plan?"

"My plan?"

"Yeah, you gotta plan on getting outta here, right?"

Kit paused. While it was true that he had planned out springing Baloo out of the cell, he hadn't thought out a plan to escape from the _Iron Vulture. _He had been hoping that Baloo had done that. "I actually didn't get that far Papa Bear."

Baloo quietly laughed, "That's OK. I know you was busy doing what you were doing and all."

"So do you have a plan?"

"Is there a place around here we can hide?"

Kit thought a moment and then said, "Follow me."

A minute later the two were hiding inside a darkened storage room. They sat huddled among some crates and kept their voices low.

"Knowin Karnage he probably has someone guarding the _Sea Duck," _said Baloo.

"What are we going to do?"

Baloo rubbed his chin in thought for a few moments before he spoke. "OK we need to lure the guards away just like you did to that other guard. Then all we gotta do is jump in and go."

"I don't know if my Karnage impersonation is going to work again though and what about the beak? We'd have to get it open."

"How far is the beak controls?"

"There's three: one up on the bridge, one in the middle of the bay, and one near the bay, but they're too far from the _Sea Duck."_

"If that's the case then it'd be too risky cause there'll be pirates shooting if they see us."

"There's the bomb bay doors, there's controls up on the bridge and one in the middle of the bay."

"That might be our best bet. I can drive the _Sea Duck _through the opening and then we can fly on out."

"You'd have to start the plane and I'd have to flip the switch. If we don't do that at the same time it may give the pirates enough time to stop us."

Baloo didn't like the sound of that. If this plan played out then that would mean that Kit would be exposed to danger. "I don't like the sound of that, it's too dangerous."

Kit realized that Baloo was worried about him, "Don't worry Papa Bear, I've been in worse situations!"

"How badly damaged is it?" asked Don Karnage as he watched Jock and Ratchet working on the disabled engine.

"It's not as bad as it looks," said Jock.

"How long will it take?"

Ratchet and Jock looked at one another and shrugged then Ratchet answered, "Maybe an hour and a half or two."

"What!? I do not have that kind of time to sit up here like a big huge target! I do not want my tail shot off in case someone comes close!"

"We are working as fast as we can Capitaine," said Jock apologetically.

"Then work faster you mechanic-types!"

Jock and Ratchet watched as their leader stormed out of the Engine room, cursing in his native tongue. Both shrugged again and went back to work.

"Capt'n, still no sign of them," said Maddog as he appeared at Karnage's side.

"You are not looking hard enough!"

"I put two guys at their plane but they haven't seen anyone."

"They cannot escape from my clutches without their plane."

"What do you want me to do now?"

"FOOL! What do you think I want you to do now?" roared Karnage.

Maddog cringed, "I'll keep looking."

Karnage watched as his underling slinked away and shook his head, "I am surrounded by idiots!"

"We need a way to get to the plane without being seen," said Baloo.

"Think you can disguise yourself as a pirate like you did before?"

"That's a good idea Kit, but I don't think Karnage and the gang will fall for it again."

"They're not the brightest," said Kit with a smile.

Baloo laughed, "Where can I get a change of clothes?"

"I know just the place."

Don Karnage was getting more and more aggravated by the minute. He had expected his prisoners to be found quickly, but so far his men were failing in capturing them. He had grossly underestimated them, especially Kit. While he was aware that Kit knew his way around the ship, he was surprised that the boy was audacious enough to damage the engine room. He had to admit it: the kid could think on his feet. Karnage smiled knowing that the boy had proved himself yet again that he was resourceful. _Too bad he did not stay with yours truly. _Karnage stepped out onto the catwalk that spanned the port side of the hanger and took a nearby lift down to the floor.

Two pirates stood guard next to the _Sea Duck. _One was a short, brown dog with a red bandanna around his head and the other was a skinny wolf with yellowish hair and a green shirt.

Karnage strode over to the two and said, "Hardcase, Blackjack, if you see our former cabin boy and his fat friend do not harm them do you understand yes no?"

"Not a problem boss," answered Hardcase.

"No harm at all Capt'n?" asked Blackjack who held in his hand the very weapon that he had derived his nickname from.

"No. I will have them harmed at my whim. You are too keep them here until I, which is me, arrive to dole out my punishment on them."

"There's a lot of room around the bay and they could escape before we stop them," replied Hardcase.

Blackjack smiled and said, "We _could _shoot and wound them before they run off."

"No!" snapped Karnage who then had a bright idea. "Your genius leader has had yet another genius idea."

"What is it Capt'n?" asked his expectant men.

"If you are not visible then how will they see you by the plane?"

They both thought hard for a moment and finally it was Hardcase who spoke up, "Cause we're gonna be invisible?"

Karnage smacked his own head with his palm. "No you imbeciles! You cannot become the color if invisible, but you can be out of sight of them and when they show up they will see that no one is guarding their plane, do you see what I am getting at?"

"If we're outta sight then how can we see?" asked Blackjack.

"Questi due sono complete idioti!" lamented Karnage.

"What does that mean Capt'n?" asked the confused Hardcase.

"It means…oh never mind! Just listen to my genius plan and maybe your itty bitty brains will comprehend my brilliance!"

Kit had led Baloo to another storage room that contained, among other things, two boxes of clothes.

"These guys just grab anything and wear it so you can probably find something here," Kit said.

"Don't they all know each other?"

"As long as we keep far enough away and don't say anything they might not realize it's us, besides half of them don't pay any attention to who's here and who's at Pirate Island."

"Well there's some clothes for me, now we need something for you Kit, unless you want to climb on my back and hide under my clothes."

Kit looked at the clothes and saw a really big, green parka. "I think that's big enough to cover both of us!"

Baloo took the garment and held it up, "This might actually work! Hop on."

Kit jumped onto Baloo's back and wrapped his arms around his neck. The next thing he knew, he was covered up by the big parka. He poked his head out, looked at Baloo, and smiled.

Will took a sip of coffee and looked out the window at the approaching storm cloud. Lightning flashed across the blackened clouds and was followed by the roar of thunder. The storm was rapidly approaching them and in less than 30 minutes they would be right smack-dab in the middle of it.

Will spoke into the intercom, "Jock how much longer you gonna be?"

A moment later the terrier replied, "Maybe another hour, the damage wasn't as bad as I had expected."

"Well hurry up, we're in for some bad weather."

Baloo made his way down a corridor and kept his eyes peeled for any sign of pirates. He had to pause a couple of times when he heard approaching footsteps and now was one of those times. Two pirates came out of a side corridor and came toward him. He squeezed Kit's arm to warn him of the danger.

Kit felt Baloo's hand close down on his right arms and knew that trouble was on the way. He tightened his grip on Baloo and flattened himself against his friend.

One of the pirates, a scarred wolf, said to Baloo, "Hey any sign of the kid?"

"No, no sign of that kid," said Baloo in a gruff sounding voice.

"That brat messed up the engines!" said the second pirate, a fat cat sporting an ammunition belt.

"Well fellas, maybe we're dealin with a genius kid!"

Kit forced himself not to giggle.

"Kit's smart all right," said the scarred pirate, "A down right smart-alec!"

"It'd help if this place wasn't so dark," said Baloo.

"Yeah, makes it kinda hard to see. Well just keep a look out OK Hoss?"

"Uh yeah, I'll be sure to do that."

"See ya round Hoss," said the fat cat as he and the wolf walked off.

Baloo turned down a side corridor and let out a big sigh of relief. "That was a close one!"

Kit poked his head out and giggled, "Those two thought you were Hoss!"

"Good thing it's dark around here!"

"Good thing Slash and Machinegun Jack aren't too bright!"

"Are there any smart pirates?"

"Define 'smart'!"

The two laughed and then something dawned on Baloo, "What if they run into the real Hoss?"

"You two, where have you been?" asked Don Karnage as he watched Machinegun Jack and Slash walk by.

"We just finished sweeping the starboard side corridors and there's no sign of the kid or the pilot," answered Slash.

"All we saw was Maddog and Salty and Hoss," said Machinegun Jack.

"Well you had better find them quick before I get angrier! Karnage paused a moment as something hit him, "Did you say you saw Hoss?"

"Yeah Capt'n, he was back there by himself," said Slash.

Karnage's eyes widened in surprise…

Back at Pirate Island Hoss was sick in his hammock. The large bear had come down with the flu and had been ordered by Don Karnage to confine himself to his quarters, lest he 'spread his filthy, nasty-type germs'. Hoss sat up, grabbed a tissue, and noisily blew his nose. He coughed and lay back down and hoped that his crewmates would bring him back some medicine.

"THAT WAS NOT HOSS! IT WAS THEM! GET THEM, GET THEM!" roared Karnage as he realized that he had told Hoss to stay back.

Slash and Machinegun Jack looked at one another and then sprinted off in search of the impostor. "We'll get em Capt'n!" Machinegun Jack yelled as he and Slash took off.

Karnage stood there watching his men run off and remembered something important, _this reminds me, I need to plunder some medicines for Hoss…_

Baloo and Kit were making their way toward the hangar when they heard Don Karnage's voice come over the loudspeakers.

"_Attention my fellow pirates, it would seem that our two captives are playing the sneaky-types and are in disguise. They are dressed like Hoss; find them and bring them to me!"_

Kit popped his head out from under the parka and looked at Baloo, "I think the jig is up Papa Bear!"

"Now don't you worry Lil Britches, we're gonna be OK."

Kit smiled at his Papa Bear and gave him a gentle squeeze. Baloo squeezed the cub's arms and winked then they continued on to the hangar.

Inside the _Sea Duck _Hardcase and Blackjack were snoring softly. The two pirates had been woken up late to go and search for the two captives and now their fatigue had caught up with them. They were sprawled in the plane's cargo bay and hadn't been stirred when their Captain spoke over the loudspeakers.

Karnage's men scoured the length of the _Iron Vulture _with a renewed sense of vigor. They were offended that someone was masquerading as one of their own and now they were bent on capturing the two troublemakers and intent on seeing their Captain dole out his punishment upon them, particularly on the boy. Kit had once been one of their own and even though they had treated him like a nuisance, many of them had felt a tinge of affection toward him much like older siblings would with a little brother. However once they had learned of his defection and sabotage of their invasion plans, their affection had turned into the type of hostility associated only with the lowest of all classes of people: betrayers. There were a few among them though, Jock especially, that secretly wished no harm on the boy. These pirates had felt that Kit was too young to be part of such an enterprise as theirs and that he deserved a better life. Unfortunately these pirates were few and far between and none of them was going to publicly voice their opinions to their leader. Karnage wanted to settle a score and they all knew better than to get in his way.

Kit and Baloo approached the catwalk that oversaw the hangar and paused. They cautiously looked out and to their surprise, found that the bay was empty.

"Somethin's fishy," Baloo said, "I got a bad feeling about this."

"I second that Papa Bear."

"Hmmmm, if I fire up the _Sea Duck's _engines then that might attract them."

"I don't think we have a choice, we might have to do what we talked about and have me flip the switches."

"And what if you can't get to me in time?"

The cub pursed his lips for a moment then said, "Then you'll just have to catch me like you did the night of the invasion!"

Baloo didn't like the thought of that. He hated having to expose Kit to danger and he dreaded the thought of Kit jumping off the _Iron Vulture_ but he knew the cub was right. Baloo was the only one of them who could fly and so it would have to be Kit who flipped the switches.

OK Lil Britches, but you gotta be careful."

The cub looked at his friend and smiled, "You can call me Kit Careful!"

The two smiled and laughed. Kit hopped off of Baloo's shoulders and sprinted to a large rib-like piece of steel that had a slight curve to it. The metal beam looked like a tall, steep slide. Kit leaned against it and Baloo watched as he slid down it just like he would a slide. He saw Kit land on the hangar bay floor and watched as the cub ran toward the beak.

Baloo in turn went down the stairs and cautiously approached the _Sea Duck. _He slowly opened the door and climbed into the cockpit. Something still wasn't sitting right with him. Why was there no one guarding it? It felt like a trap, but so far no trap had been sprung. He shrugged, flipped the controls, and fired up the engines. If he had been more vigilant and checked the cargo bay he would have found that he wasn't alone.

Kit reached the beak controls and turned around when he heard the _Sea Duck's _engines roar to life.

"This might be easier than I thought!" said the boy as the beak opened up to the storm. He spoke too soon.

Up in the bridge a flashing light on the command console caught Will's attention. The second-mate looked at the light and saw that it was signaling that the beak was being opened. He reached for the intercom mike.

_"Captain, are you opening the beak?" _came Will's voice over the loudspeakers.

Karnage froze as he heard this and then bellowed out his order to the few pirates that were around him: "TO THE BAY!"

Kit ran back toward the _Sea Duck _at full speed. On the way he swung by the bomb bay control console and flipped the switched to open the bay. Immediately the heavy metal doors opened with a groan. The boy smiled as the plan unfolded with the unfolding of the bomb bay doors. They now had two escape routes and so their pursuers would be forced to split up between the front and middle of the ship. It wasn't the biggest advantage but it was better than nothing. All of a sudden a spark flared up from three feet in front of him that was instantaneously followed by a sharp crack. The startled cub looked up at the catwalk and saw Hal holding a smoking pistol.

"Yer lucky the Capt'n wants you alive kid!" yelled the cat.

"Time to leave!" Kit said as he took off at a sprint as two more rounds were fired at him.

Karnage appeared at Hal's side and smacked his arm. "Fool! I don't want you turning him into Swiss cheese!"

"I'm just having a little fun!"

"Get down there and have fun stopping them you nincompirate!"

Baloo rolled the plane forward and turned it around just in time to see Kit heading his way. From the looks of it the beak option was a no-go. He would be forced to drop out of the bomb bay and escape. Suddenly things took a turn for the worse: A horde of pirates spilled out onto the hangar bay floor and cut him off from Kit.

"OH NO!"

"Oh no is right!" came a voice from behind him as a pair of arms snaked around his neck.

Kit gasped as he saw his former crew mates run into the bay. He looked left then right and realized that now their two escape routes were blocked. That left him only one option; the elevator. Quickly he ran to the controls and flipped the switch just as the _Sea Duck _rolled over it. Immediately it began to rise up toward the ceiling which was also opening up.

As Baloo was struggling with Hardcase, Blackjack looked out the cockpit window and saw that the hangar floor was getting smaller. "THE BRAKES! THE BRAKES!"

Baloo instinctively slammed the brakes a mere foot from going over the side. Then he slammed his head back right into Hardcase's nose, causing the pirate to let go and fall to the floor. Blood oozed from the pirates broken nose. Baloo unbuckled himself, grabbed his crowbar, and went on the attack.

Don Karnage watched as Baloo went upward, "Everyone to the deck!" he yelled as he withdrew his cutlass from its scabbard and immediately his pirates followed his orders. He had realized that the bear wasn't going to be flying off anytime soon, not without Kit. Slowly he turned his head toward the cub and smiled, "Well well my venomous little reptile, it is just I and you."

As the _Sea Duck _was making its ascent up the elevator, Baloo clashed with Blackjack. The two of them faced off against one another, one armed with a crowbar, the other a cutlass.

"Let's dance!" said Blackjack as he lunged at Baloo with his sword.

Baloo blocked the strike with the crowbar but received a blow to the head from Blackjack's blackjack. He staggered back and fell on Hardcase who was just about to stand up. Blackjack raised the sword just as Baloo thrust up his crowbar and connected with the pirate's gut. The pirate lost the grip on his weapons and doubled over. Baloo stood and glanced over his shoulder to the window and saw that they were now on the airship's flight deck. He stepped over Hardcase and pushed the plane over the elevator platform.

"I think its time for you two to leave," said Baloo as he opened the co-pilot's side door to the pouring rain. He grabbed Hardcase by the scruff of the neck and forced him out. The pirate fell to the ground with a thud and moaned in pain.

"Maybe I don't want to leave!"

Baloo spun around and saw Blackjack stab at him with the cutlass. The big bear leaned to the side and narrowly missed getting skewered by the sharp blade. Blackjack had overcompensated the speed of his lunge and exited the plane's door. He let go of the cutlass and grabbed onto Baloo's shirt.

"Get off me!"

"Why don't you stay awhile?" sneered Blackjack who swung his blackjack toward Baloo's head. Baloo moved his head at the last minute and received the blow on his shoulder.

Baloo howled in pain, grabbed Blackjack wrist, and said through gritted teeth, "No thanks, I've had enough of your hospitality!" He twisted the pirate's wrist hard enough to cause him to lose the grip on his weapon then the bear kicked the pirate in the shin and caused him to lose his grip. Baloo watched as the pirate fell to the flight deck and rolled away. He slammed the door, locked it, and took his seat. He now had to fly off and come back around the _Iron Vulture _and hope that Kit would make his escape. He took a deep breath and pushed his plane forward.

Maddog and his fellow pirates finally made it to the storm-lashed flight deck just in time to see Blackjack fall out of the _Sea Duck. _He grimaced as he saw his fellow pirate hit the deck. "Ouch that had to hurt!"

"Hey! He's gettin away!" said a shrill-voiced Hacksaw who lit a stick of dynamite and chucked the water-resistant explosive toward the plane.

Baloo saw Maddog and his men arrive on the deck and then watched as something went sailing toward him. It was about 10 inches long, cylindrical, and had sparks coming from one end.

"DYNAMITE!" he yelled as he yanked the wheel hard to the right. His quick actions allowed him to narrowly miss the explosive which landed on the deck and blew up a moment later. The blast rocked the plane and jarred Baloo but it failed to cause any damage. "OK fellers, let's see how you like this!"

"He's comin right at us!" whined Maddog as he saw the _Sea Duck _come barreling toward them. He fired off one shot and then leaped out of the way of the approaching plane.

The other pilots followed his example and dived to the left and right...all except for Hacksaw. The crazy-eyed dingo stood directly in front of the plane with an insane look on his face and lit another stick of dynamite. "Time to light up yer life!"

Baloo saw that there was only on pirate left standing. This lone pirate was the one who had hurtled the stick of dynamite at him and was now preparing to throw another. He spun the wheel hard and turned the plane around until it was facing the tail fin of the _Iron Vulture. _

Hacksaw watched as the plane did a 180 and headed off toward the rear of the ship. He chucked the dynamite at it but it exploded short of its target and only succeeded in scattering his crewmates. He grabbed and lit another stick and took off after the escaping plane, laughing crazily as he gave chase.

Baloo heard another explosion. He rolled down his window and looked out to find that the lone pirate was running after him and throwing dynamite along the way. "Boy this guy is persistent!" He saw the large tail fin rapidly getting near and pulled back on the wheel. The _Sea Duck _rose off the deck and managed to clear the fin by inches.

Hacksaw threw one last stick of dynamite just as the plane rose into the air. The explosive detonated harmlessly and dismayed he shook his fist at the escaping plane and swore a string of curses in his frenzied voice.

Kit stared at his sword-wielding former leader with defiance. He wasn't going to let Karnage intimidate him.

"I'm not afraid of you!"

Karnage chuckled, "Then you are not as smart as I thought!"

Kit slowly reached under his sweater and prepared to yank out his airfoil. Then he remembered that Baloo would have to fly around the ship in order to pick him up. He looked at Karnage and said, "Come and get me!"

Karnage watched as the cub ran away from him toward the open beak. "The foolish boy thinks he can escape!" he laughed as he ran after him, "Fine prolong you agonizing last moments my little nuisance!"

Kit made it to the rain soaked beak and looked down. There was no sign of Baloo, only black rain grounds greeted him. A fork of lighting split the air and caused him to jump.

"It would seem that history is repeating itself," said Karnage who closed in on Kit.

"If that's so then I think I'm going to get away with it!"

"Do not be so sure my little backstabbing ball of fur, the third time might not be a charm yes no. Besides, I do not see Baloo."

_Where is Papa Bear?_

As if he could read Kit's thoughts, Karnage said, "Wondering where he is eh? Maybe he decided to save his own hide and escape, just like you did!"

"He'd never leave me here!"

"Oh no? You left us so why would he not leave you hmmm? Perhaps if he knew about all the wonderful little things that you did when you were part of my noble crew then he would turn on you like you turned on I."

"He's not like that! He's not like you!"

Karnage laughed, "I thinks your emotions are getting a teeny-bit to you yes no? I finally realized why you left; You couldn't stomach the lifestyle eh?"

"Shut up!"

"You were a fine pirate until the _Queen of the Skies_ but then you changed, you became soft!"

Kit's voice cracked in anger, "Those people didn't have to die!"

"I didn't kill them boy, it was an accident. Nobody expected it to happen."

"You were going to ransom them and if nobody payed up you'd have killed them."

"Perhaps," said the wolf with a thoughtful expression. "It was not your fault boy, things just happened that way and you let it get to you. One cannot allow trivial things to get to him in our line of business."

"_Trivial? _Innocent people died because of us and you call that trivial? It was our fault that it happened and its my fault for getting you aboard!"

Karnage heard the rage in the boy's voice and looked closely at him. Through the falling rain he could see that the boy had a hard as steel expression on his face and that his eyes were bright with anger. Karnage smiled as he saw that the boy still had the pirate potential in him.

As they stood out in the falling rain and lightning lit sky, Kit looked at his smiling former leader and felt his blood boil. The wolf seemed to appraise him with what looked like pride. "Why are you smiling?"

"I am smiling because I can see the potential in you. You have had it since the first time I laid eyes on you"

"The potential to be a pirate? HAH!"

"Yes. As well as the potential to be forgiven and come back to me."

Kit looked over his shoulder. There was still no sign of Baloo. _Had the pirates stopped him? Then what? He was going to be left with two options if Baloo didn't make it: Take up Karnage's offer…or jump._

"If Baloo isn't here yet then that means that my valiant crew has stopped him. You have no where else to go. Come back willingly and I will be merciful…or you could take your chances in the storm, but I warn you; it's a long way down."

Kit closed his eyes in thought. He could give up his new life and take Karnage's offer or he could chance jumping. Instead he stalled for time.

Baloo brought the _Sea Duck _under the _Iron Vulture _and raced toward the open beak. "I gotta save Kit!"

"Why do you want me back? I thought you wanted me dead for betraying you." asked Kit.

Karnage was momentarily taken back by the question. He paused and then answered the cub. "You were to be my successor. Between I and you, you see what I have to work with. They are um monte estupido. Therefore, I the merciful Don Karnage, am giving you one last chance. Join me." The wolf then extended his hand to the cub.

A droning sound filled the air and rose above the sound of the wind and rain. It caught Kit's attention. He looked out and saw the _Sea Duck _below. The aircraft flew off and then turned back toward them_._

"You know something Capt'n?"

Karnage's eyes widened in anticipation of Kit's answer. _He's going to rejoin me!_

"If I had to choose between being the greatest pirate in the world and being a normal kid…"

"Yes...?"

"Then I choose being a normal kid!"

Karnage watched as Kit withdrew his airfoil and hurtled it at him. The pirate lord ducked to the floor as the boomerang-like device went over his head. He looked up and saw it arc and go right back to the boy. Kit reached out, grabbed the device, and then stepped off into the storm.

Baloo looked out the windshield into the storm and saw a figure fall from the _Iron Vulture. _"KIT!" he yelled as he accelerated toward the falling boy. He could see the cub balancing himself on his airfoil but because of his angle and the angle of the _Sea Duck _there was no way he could snatch him out of the air. The only way was for the boy to fall into the plane. Baloo took the plane into a dive and opened up the cargo ramp.

Don Karnage peered over the edge of the beak and watched as Kit plummeted toward the sea below. The boy managed to stand on his airfoil and sail away toward the approaching cargo plane.

Kit skimmed across the rain clouds and maneuvered down at a steep angle as he realized what Baloo was going to do. He leaded forward and saw the open cargo bay below him. He had one chance to get inside. He gritted his teeth and made for the opening.

Baloo looked out the windshield and saw the storm tossed waters getting closer. He had less than ten seconds for Kit to make it inside. He glanced behind him and could make out the rapidly approaching boy. A split second later Kit reached the lip of the cargo ramp and at that instant Baloo pulled up to level the plane.

Kit crashed into the cargo area with enough force to knock him unconscious. He bounced around and slid toward the front of the cargo hold and came to a stop right at the cockpit entrance.

Baloo propped his crowbar against the steering wheel and dashed to Kit's side. He lifted the rain-sodden boy and hugged him tight. The boy felt limp like a rag doll and Baloo felt a sudden panic overtake him. He shook the boy, "KIT SPEAK TO ME!"

Kit barely opened his eyes and through his painful daze said in a weak voice, "Hi Papa Bear," then he passed out.

Karnage stood in the cold rain and felt his blood pressure rise. _HE ESCAPED! HOW DOES HE KEEP DOING THAT!_

"Da Capt'n," it was Dumptruck, "Der engine's are fixed."

"Dumptruck, make sure you keep the ship behind me. I will be back!"

Dumptruck watched as his leader jumped into his tri-winged CT-37 and give chase to the escaping cargo plane.

Baloo placed the unconscious Kit in the copilot's seat and retook the controls. He looked at his gauges and then the map and realized that he was not too far from Cape Suzette.

"Don't worry Lil Britches, we'll be home soon. You just hang in there."

The boy answered with a faint groan and then fell silent.

"_Attention Baloo, it is I" _came Karnage's voice over the radio.

Baloo angrily snatched the mike, "OK Karny what now?"

"_Do not call me Karny. I am going to be shooting at you."_

"Look Karnage, we escaped fair and square, just let us go willya?"

"_Maybe I should. Maybe I should let you keep that thorn in my side and you can deal with him!"_

"This thorn in your side is a good kid."

_"You actually...care... about the boy?" _Karnage asked with incredulity.

Baloo heard Karnage's question and answered truthfully; "I care about him more than he knows."

There was a brief pause and then Karnage laughed over the airwaves, _"If you care about him so much then ask him about the Queen of the Skies!"_

"What does that have to do with anything?"

"_Everything!"_

Back in his CT-37, Karnage finished talking to Baloo and fired off a burst of machinegun fire at the fleeing plane. Then for reasons that he would never share with his men, he turned back toward the _Iron Vulture. _Despite his rage at Kit and his need for revenge, Karnage had found that he couldn't bring himself to actually harm the boy. He had never had any compunction when it came to harming or killing, but this was different. In the depths of his soul he felt a tinge of what could only be described as fatherliness toward Kit. The boy betrayed him, but this feeling of fatherliness prevented him from harming him. This was why he had made Kit one last offer to rejoin the crew. Now that the boy and Baloo had escaped, Don Karnage realized that they had both given him a gift. A gift that neither of them would realize, they gave him the one thing that he so longed for: worthy adversaries. The wolf smiled and thought to himself, _Finally opponents equal to my own greatness!_


	8. Normal

**Normal**

"_I wanted to have a normal childhood. Normal relationships"-Tommy Rettig_

It was still dark when Baloo and Kit returned to Cape Suzette. The pilot took his plane between the narrow entryway into the large bay and set down at Higher for Hire, worrying the entire way. He had to carry the semi-conscious boy into the building and up to their room. He set the cub down and turned on the light. The boy looked alright. There was no blood nor were there any noticeable bruises to be seen. Carefully Baloo opened Kit's left eye and saw the pupil was looking upward toward the eyelid. Suddenly the pupil rolled down to gaze at him.

"Are we back yet Papa Bear?" asked Kit in a weak-sounding voice.

Baloo felt a huge sigh of relief when he heard the boy's voice. "Were back Lil Britches, how ya feelin?"

"Woozy."

"Well we had us a rough night."

"That we did."

"Do ya remember any of it?"

"Unfortunately," said Kit who gave a tired smile, "Except for right after I flew into the _Sea Duck!_"

Baloo smiled and said, "Its better you don't remember the landing, it was as bad as my worst landing 'cept I did my worst landing with a plane, not _into _a plane!"

The boy giggled and all of a sudden Baloo began to giggle too. A moment later the two stopped giggling and stared into each other's eyes.

"Thanks for saving me Papa Bear," said Kit with his still weak voice.

Baloo was about to say 'not a problem' when all of a sudden Kit pushed himself up and latched onto him. The surprised bear wrapped his arms tightly around the small cub and held him there for a few moments before he spoke.

"I couldn't let my navigator fall now could I?"

"What are we gonna tell Miz Cunningham?" Kit said as he pulled back to look at Baloo.

Baloo furrowed his brows in thought and then said, "Maybe we shouldn't say anything. I mean we got back without her being here and we have today off so maybe we could just keep quiet about it…if you want to."

"A day off sounds great, plus I don't want her or Molly getting all wound up about it."

"Sounds like a plan, say are you feelin OK? Do you want me to take you to the hospital?"

"No, I'm fine," Kit said as he rolled off of his bed and stood.

Baloo watched the boy stand and then teeter to the right and fall over.

"KIT!"

"I'm OK Papa Bear, just a little light headed." He said as Baloo knelt alongside him.

"That does it. I'm takin you to the hospital, no ifs ands or buts about it."

It was dawn by the time they arrived at the hospital. They had taken a cab there and now entered the emergency room. Inside they found four other patients: A nauseated looking goose who had his head lowered above a bucket, a male leopard who sat cradling his left arm, and a mother tiger with a sick girl cub.

Baloo walked up to the admitting desk and spoke to the young receptionist. "Hey there missus, I got a boy here and I think he has a concussion…or something."

The young badger looked passed Baloo to Kit who was sitting on a chair, she then said, "Names?"

"Baloo Bruinwald and I got Kit Cloudkicker with me."

"Age?"

"He's 12."

"What time did your son start feeling bad?"

"Uh about an hour and a half ago, and uh, he's not my son?"

The nurse raised an eyebrow, "He's not your son?"

"I have custody of him."

The nurse lowered her brow and handed Baloo a couple of forms, "OK, I need you to fill these out and we will call him in as soon as we can."

Almost 30 minutes later Kit and Baloo were called in. They went in shortly after the sick girl and her mother were called. The two of them were led into a small room where Kit had his vitals taken. After this they were told to wait for the doctor.

"So much for sleeping in huh," Kit said with a laugh.

"Maybe we shoulda stayed around town instead of going to Louie's." Baloo was still a little shaken up from their encounter and capture by Don Karnage. He knew Kit had been through a lot and he was worried that the mention of the pirate leader would only cause Kit to feel worse. Suddenly Baloo heard Karnage's voice in his head. He wasn't quite sure if he remembered what the wolf had said to him but it had sounded like he had said to ask Kit something about…well something. Baloo brushed off this thought as a tall stork in a doctor's coat came in.

"Mr. Bruinwald, I am Dr. Susan Marsh and I am the duty pediatrician."

"A pedia-what?"

The stork smiled kindly and said, "I'm a doctor who specializes with children. How is your boy doing?"

Baloo looked to Kit. The boy was wide awake and looking a little tired, but none the worse for wear."

"How ya doin Kit?"

"I'm OK I guess, I just fill a little light headed is all."

"According to the paperwork you filled out," Dr. Marsh looked to a clipboard that she held, "You think he may have had a concussion."

"Uh yeah, I think so."

"Why is that Mr. Bruinwald?"

_Uh-oh! How am I going to tell her this without mentioning we were battling air pirates? If she knew that she'd probably call up Social Services!"_

"We were coming back from a cargo run and we ran into a storm. I was making sure everything in the cargo bay was tied down tight when all of a sudden we hit some bad turbulence and I ended up getting knocked around."

Baloo looked at Kit and thought to himself, _Fast thinkin Lil Britches!_

"You take him out on cargo runs?" asked the Doctor.

"Uh yeah, he wants to be a pilot when he grows up and so I teach him stuff as we fly, like navigating and stuff."

"That must be very exciting for you Kit," the Doctor replied with genuinely kind smile.

Kit smiled, "It has its moments!"

Baloo shot the cub a look and as the two made eye contact they both broke out in laughter.

Dr. Marsh smiled at the two bears and said, "It seems that laughter really is the best medicine!"

Baloo and Kit arrived back at Higher for Hire at a quarter till eight. Kit has been diagnosed as having a minor concussion and was given some medication and told to take it easy and rest for at least a week and to avoid any heavy physical activity for two weeks. As soon as he and Baloo got back they both went upstairs and fell onto their beds.

"Don't wake me until tomorrow," said Baloo as he tossed his cap onto the dresser.

Kit followed suit and tossed his ball cap next to Baloo's, "I feel like I could sleep for a week!"

"I shoulda had that doctor take a look at me I'm still hurtin from where that pirate hit me."

"You could use some of my medication."

"Naw, I think sleep will make me feel a whole lot better." Ballo stood and changed out of his shirt and into his big sleep shirt. He closed the blinds and then plopped down to the bed. "Now where was I? Oh yeah, sleep."

Kit pulled off his sweater but left his undershirt on as he crawled under the warm covers. Both were asleep almost immediately.

Rebecca walked up to her business at 9 a.m. sharp and saw her mechanic patching up a few bullet holes on the backend of the _Sea Duck._

"Wildcat, where's Baloo? And why are there bullet holes in the plane?"

The smiling mechanic looked to his boss and replied, "Oh hi Ms. Cunningham, Baloo's asleep and the bullet holes are here because bullets put them there."

_Great! Now I wonder what Baloo is going to say about this. _"He's lucky that we don't have anything on the schedule today."

"Baloo will like that that means he can sleep all day long. I sure could use that much sleep!"

Rebecca walked into her business and went straight up the stairs to Baloo and Kit's room. She opened the door and looked into the darkened room. She could barely make out the sleeping forms of her pilot and navigator.

"Baloo, why are you still in bed?" Rebecca turned to Kit's bed and said, "And Kit, how come you're not at school?"

The two employees woke, rubbed their eyes, and looked at their boss who stood in the doorway with a stern look on her face and her hands on her hips.

"Barely been asleep? What time did you to go to bed?"

"A little before 8."

"What? What were you two doing that you didn't get to bed then?"

Kit answered for Baloo who was struggling to find the words. "I fell down the stairs early this morning and hit my head and Baloo took me to the hospital Miz Cunningham."

Rebecca's gaze softened and she went to the cub's side. "Are you OK Kit?"

"I got a concussion."

"Oh my God!" she exclaimed as her hands went to his head with a gentle touch, "You poor boy, no wonder you're in bed."

Baloo sat in his bed and watched as his boss put her right arm around Kit's shoulder and give him a half hug. Despite being a bit of a hassle to work with at times, he knew that Rebecca had a soft side to her and it was more than evident now that she really cared for her employees.

"I'm a little sore," Kit said and then added, "I was half asleep and tripped down the stairs."

Baloo jumped in; "Yeah, I this thud and then I heard him roll down the stairs."

"You should have called me, I would have come right away!" said Rebecca as she patted Kit on the head.

"I just didn't want you to drag poor Molly out of bed, besides it was nuthin I couldn't handle."

"Well I suppose you're right. We don't have anything on the schedule today so you two can take it easy.

Both bear and cub thanked their boss as she got up to leave the room.

A moment later she popped back in. "Baloo, how did those bullet holes get on the _Sea Duck?"_

Baloo frowned and then said, "We wuz comin back from Louie's and a couple of air pirates tried to get us but we were too close to the cliff guns so all they were able to do was let off a few rounds before they got shot at."

Rebecca shook her head, "You need to be more careful."

As soon as she left Baloo turned to Kit and said, "Good thinkin Lil Britches, I was still half asleep when she asked why we were still in bed."

"You did some good thinking too Baloo. I think she bought what you told her."

Rebecca hung up the phone with a client that needed a shipment of mattresses delivered to a remote hospital high in the Formosa Mountains by Thursday afternoon. She penciled in the appointment on her calendar and then stood up and stretched. The day was quite nice as there was nothing scheduled. Business had been busy as of late and it was nice to have a down day to catch up on her paperwork. Paperwork was one thing that she was accustomed to but after a while it tended to get tedious. Right now however she needed a break. She went out the door and took a deep breath of the salt-tinged air and stretched again in the warm sunlight. She turned and looked at her business and gazed upward to the window of Baloo and Kit's room.

"I hope that boy is alright," she said to no one in particular. She was worried that Kit and Baloo weren't being completely honest with her regarding Kit's concussion. She was fairly good at spotting a deception and she felt that the cub and pilot had not been truthful with her. Knowing Baloo, they had probably had a more serious run-in with the Air Pirates. Nevertheless, she didn't feel like pressing the matter. She just hoped that Kit would be fine. Indeed she was very happy at all of the progress that the boy had made since he came to live at Higher for Hire. He had taken her words about applying himself to heart and he had shown a strong measure of improvement in his grades. In addition to this, she was pleased that he had finally made some friends. She had met his friends one day when they had all come over to see the _Sea Duck_ and the apparent leader of the group, a skinny little hyena, had made quite the impression: As he had walked alongside the plane he got too close to the edge of the pier and had promptly fallen off into the water with a yelp. She and everyone got quite a few laughs out of that one. _At least he seems to have finally settled in. I just hope he stays on the straight and narrow._

_Baloo saw a tiny figure falling from the Iron Vulture. To his horror he realized that it was Kit. He screamed out the boy's name and pressed the Sea Duck toward the falling boy as fast as possible. Lightning ripped across the sky, coming dangerously close to striking the boy. Another strike hit the starboard side engine. The engine erupted into a ball of fire and instantly the damaged aircraft lost its speed. He wasn't going to make it to Kit! Thinking fast, Baloo took his plane into a dive in an effort to reach the falling boy before he crashed into the storm-tossed ocean. The plane picked up speed and soon he was close enough to Kit to make eye contact with him. Kit tumbled end over end as he fell and for a moment he was gazing into Baloo's eyes. BALOO! SAVE ME! The boy screamed as struggled in vain to reach for the Sea Duck. Baloo saw the fear on Kit's face and then saw the water's surface coming in quick. He wasn't going to make it. There was no time to pull up. Baloo and the Sea Duck followed Kit into the writhing waters. The last thing he saw before the blackness of the ocean enveloped him was the fear in Kit's eyes._

Baloo snapped out of his nightmare and sat straight up in the bed. For a moment he didn't know where he was or what was going on. The only thing he could think of was the rapidly fading dream and the image of the terrified cub. He took a deep breath and then glanced over to the boy. Kit lay sound asleep with his back to him. Quietly Baloo stood up and went to the sleeping boy. He leaned over and saw the side of Kit's face. The sleeping cub presented a serene image to the pilot which instantly relieved him. He bent down and lightly kissed the cub on the cheek. The boy made a low humming sound in his throat and then snuggled his blanket tighter. Baloo smiled and whispered into the sleeping boy's ear, "I'll never let you fall."

_An icy sheet of rain chilled him to the bone as Kit stood on the beak of the Iron Vulture. Standing across from and also in the pouring rain was his former leader, Don Karnage. The wolf leered at him with a sinister smile and reached out with his hand in an offer of reconciliation to the boy. Kit looked around and saw no sign of the Sea Duck. Was it true? Did Baloo actually abandon him? The wolf laughed and taunted him by saying that Baloo had left without him. There was no were else for him to go but back to Karnage. Tears of despair filled Kit's eyes and a sob choked in his throat. He had no other choice. Resignedly his shoulders slumped and he turned toward Karnage. With head bowed he slowly walked to the wolf's side. The pirate leader smiled kindly and put his hand on Kit's shoulder and drew him closer. Kit leaned into Karnage's side and then felt a sharp, burning sensation in his back. He looked up into Karnage's eyes and saw pure hate staring back at him. The wolf had jabbed a dagger right into his back. "This is the penalty for being a backstabber boy!" With the knife in Kit's back, Don Karnage slowly walked Kit to the edge of the beak. "Now I will do what I should have done all along!" Kit's pain exploded tenfold as the dagger was wrenched out of his back. Karnage's hand hit him in the face and he fell off the beak and into the storm._

Kit's eyes sprang wide open as his nightmare ended. He rolled onto his back and looked around and found himself in the safe confines of his room. He sat up and took a deep breath and recounted the nightmare in his mind. He had been stabbed by Don Karnage and thrown off of the _Iron Vulture. _Was that what really would have happened had he took Karnage's offer? Thank God he had made his choice and had been saved by Baloo. Speaking of Baloo, the pilot's bed was empty. Kit glanced to the clock and saw that it was nearing 5 p.m. His stomach growled and forced him out of bed in search of dinner. He pulled on his green sweater and then caught his reflection in the mirror.

"You made the right choice," said the cub in the mirror.

"Hey Kit, missed you at school yesterday, were you sick?" asked Felix as he sat himself down next to Kit at the lunch table.

"I was resting up yesterday. I had a concussion."

"How'd that happen?" asked Sam who took a bite of his peanut butter and jelly sandwich.

_Here goes the 'story', _"I got up in the middle of the night and accidently tripped and fell down the stairs. Baloo had to take me to the hospital.

"Ouch, that had to hurt," said Sam.

"Probably not as bad as when I was going downhill and crashed my bike into a mail box. I had a broken leg and a bunch of stitches," said Bert.

"You sure are accident prone Bert," said Felix, "I remember when you got beaned in the nose with a basketball last year and then there was that time you tripped and fell and fractured your wrist."

"Gee Felix, thanks for reminding me."

"Hi guys! Sorry I'm late, but I had to talk to the teacher," said Ernie as he took up his seat next to Kit. "Where were you yesterday?"

Kit recounted his 'story' to the hyena.

"Wow, that's sounds like it had to hurt. Did you ever hear about how Bert crashed his bike into a mailbox?"

"Yes Ernie, he heard," said Bert who was clearly getting annoyed.

Ernie smiled a sly grin, "I guess he told you Kit. I laughed so hard when I found out about it!"

Bert just shook his head.

Kit looked to each of his friends and could only shake his head. They had no idea about the kinds of things he had been through. Ernie was the only one who had an idea after all he was the one who had seen him get dropped off of the _Iron Vulture _during the attack. Kit had never told Ernie why he was up on the air pirate vessel in the first place and Ernie had never asked. There were times when he was sure that Ernie suspected that there was a whole lot more to him then he let on.

"What you think about partner?" asked Ernie through a mouthful of apple.

"Oh nothing much."

"Umhmm," said Ernie through his full mouth. The boy gulped and then continued, "Malt Shop after school guys?"

Baloo had one short flight to drop off some crates of bananas and then spent the rest of the day assisting Rebecca with her paperwork.

"You know Rebecca this paperwork stuff is not for me."

"I could tell that from my first look at this place. As a matter of fact Baloo, I found some more old paperwork and a couple of newspaper from a few months ago."

"OK so I am not the tidiest person around." Baloo said as he took a look at the papers that Rebecca had found. There were bill notices and a couple of invoices and a few newspapers.

"This is what happens when I go through everything with a fine tooth comb," said Rebecca as she began to read off the old headlines: "Sox win World Series, Jobless rates up 2 Percent since Last Month; _Queen of the Skies _meets with Disaster, New Khan factory set to open…"

"What was that you said?"

"New Khan factory set to open."

"No no, the one before it, the _Queen _thing," said Baloo excitedly.

"It's about that airship disaster, the one that killed all of those people.

"_If you think he is so good then ask him about the Queen of the Skies!"_

Rebecca saw Baloo tense up, "Baloo, what's wrong?"

Baloo had finally reached the realization of Karnage's words. "Let me see that paper."

Rebecca handed him the newspaper and saw Baloo studying the article. "Baloo, what is it?"

Baloo looked into Rebecca's eyes, "Air Pirates were involved!"

Rebecca looked back at the paper saw that Air Pirates were indeed mentioned, "Kit?"

Baloo held Rebecca's gaze and then slowly nodded his head.

"I'm feeling sluggish," said Ernie as he and Kit left the Malt Shop. The two boys and split off from their friends, who had homework to do, and continued on to Higher for Hire.

"I think you ate more than you can handle Ernie," said Kit who had watched his friend scarf down a burger and fries along with his malt. "The walk should do you good."

The two and their friends had discussed inviting more members to the club, but as of yet no one they knew was qualified.

"So Tommy Pachydermopolous and Chip Ostreicher haven't had any adventures?"

"Nope, maybe I can ask Oscar Vandersnoot?"

"The rich kid?" asked Ernie, "Does he even go to our school?"

"No, but his dad had us fly some stuff for him and Oscar sure looks like he could use some fun, his mom is waaaaay over protective," Kit said as he and Ernie approached an street corner.

"Heya Spiller, long time no see," said a leopard boy clad in brown trousers with suspenders over his light blue shirt. The boy sported a brown cap and had a bag of newspapers slung over his left arm.

"Hiya Jimmy, what are you doing down here? And what's with the papers?"

"My new job."

"You're a paperboy?" Ernie laughed.

"Yeah, so?" said the leopard, "Who's your friend?"

"Oh this is Kit Cloudkicker, Kit this is Jimmy Leopardi."

"Hi," said Kit as he offered his hand to Jimmy.

The leopard shook his hand and said, "Pleased to meet you, I haven't seen much of Ernie here since he transferred schools."

"How are things at the old school?" asked Ernie.

"Same as always, bigger kids picking on the little guys."

"You get picked on?" asked Kit.

"Jimmy doesn't get picked on," said Ernie.

"Why not?"

"Cause of his dad."

"Who's his dad a policeman?"

Jimmy laughed at Kit's suggestion of a dad policeman, "He's the exact opposite."

"His dad is Jimmy the Gent Leopardi, he works for Big Joe Pelicano."

Kit had heard the name Pelicano before. Some of the docks were run by him and he was a reputed rival of people like Owl Capone and Trader Moe.

"Mom had me get an afterschool job to earn an honest living. She doesn't like what Dad does," said the Leopard, "That's why I'm hawking papers."

"Sounds like no fun," said Ernie.

Kit and Ernie watched the paperboy swing into action as a couple of businessmen walked by, "EXTRA EXTRA READ ALL ABOUT IT! CAPE SUZETTE TO HOLD FRIENDSHIP FESTIVAL! READ ALL ABOUT IT!"

The two businessmen bought a couple of papers from Jimmy and went on their way.

"Business should be pickin up soon, people are getting off work!"

"We better not keep you Jimmy, see ya around," said Ernie who gave Jimmy a light sock on the arm."

"You still hit like a girl Ernie," said the leopard, "Nice meeting you Kit, neat last name by the way!"

"Thanks! Nice meeting you too Jimmy!"

The two boys left the paperboy to his growing number of customers and went on their way.

"He's a big Bullethead fan too, we used to kind of hang out until my parents found out his dad is in the mob."

"Has he had any adventures?" Kit asked with a grin.

"If he hasn't yet then I'm pretty sure he will when he gets a little older!"

Baloo nervously glanced at the clock again. Kit was running late. He and Rebecca had discussed the newspaper article and Kit's possible involvement and they had both come to the same conclusion: Kit was definitely a part of the botched hijacking.

"Maybe he's with his friends," said Rebecca, "Maybe they went to the Malt Shop."

"He should be here," said Baloo, "How are we going to do this," he added glumly as he wondered just how he and Rebecca were going to talk to Kit.

5 minutes later the door opened and in walked Kit and his friend Ernie.

"Hi everybody, I'm back!" said Kit who then froze as he saw the headline of a newspaper that was on the desk where Rebecca and Baloo sat. **Queen of the Skies meets with Disaster. **

Baloo watched as Kit's eyes went wide in shock. Kit's friend looked at him questioningly and Baloo opened his mouth without thinking. "Kit, we need to talk."

"Uh-uh," Kit said as he shook his head.

"Baloo…" Rebecca started but was cut off by Kit.

"NO! You, don't, no no no," stammered Kit as the realization that Baloo and Rebecca had connected the dots to his past.

"Kit, what's wrong?" asked Ernie who sensed that things were going to be getting crazy.

"IT'S NOT MY FAULT!" screamed Kit.

Baloo, Rebecca, and Ernie recoiled reflexively at Kit's outburst, but the cub wasn't finished.

"IT'S NOT ALL MY FAULT! I GOT THEM THERE BUT I TRIED TO STOP IT! I DIDN'T WANT IT TO HAPPEN!"

"Kit," pleaded Baloo to no avail.

"UH-UH, UH-UH," went Kit who turned and ran toward the door.

"KIT!" Rebecca and Baloo yelled simultaneously as the boy bolted for the door.

"LEAVE ME ALONE!"

Baloo stood to follow but was stopped by a firm hand from Rebecca, "Baloo, going after him now might not be a good idea. He needs time to clear his head."

"But he's, he's uh well uh, you saw him!"

"Give him some space."

Rebecca looked kindly into Baloo's eyes and then turned her gaze to Ernie who stood dumbfounded.

Sensing that they were going to tell him not to speak of what had just gone on, Ernie spoke; "He's not like other kids. I knew it ever since I met him. I saw him get dropped off the _Iron Vulture _but I never asked him why he was up there in the first place, but it makes sense now." He paused and then continued with a question that he knew would provide him with an answer that he had suspected ever since Kit told him of his involvement on the night of the invasion. "He was an Air Pirate, wasn't he?"

"Yes he was Ernie," answered Baloo sadly.

"Ernie," said Rebecca with concern in her voice, "Please don't tell anybody about this, especially Kit."

"I always suspected something, but I was afraid to ask him."

"Can you keep it a secret?"

Ernie paused and then answered in a voice mixed with emotion and pride, "He's my best friend… I won't tell anybody about what happened."

Rebecca went to the hyena and gave him a hug. "Thanks Ernie."

"Ernie, do you have any idea where Kit went?" asked Baloo.

The boy thought for a moment and then answered, "I doubt he went to the clubhouse so I don't really know, but I can check!"

"I'm going to go and look for him," said Baloo.

From the tone in Baloo's voice, Rebecca knew she wouldn't be able to dissuade him. She reached into her pocket and pulled out her keys. "Take my car, I'll take the bus and pick up Molly."

Without a word Baloo took the keys and went out the door with Ernie in tow.

"Baloo, what if he's not at the clubhouse?" asked Ernie.

"Then I'll drop you off at your house and I'll keep looking."

Kit ran through the streets with no idea where he was heading. He tore down the sidewalk in front of Richelieu's Department Store and ran under the shadow of the monolithic Khan Tower. Several people jumped out of his way and yelled at him but he didn't notice. The empty feeling in his chest and the moisture in his eyes forced him to block out his surroundings. He was on autopilot. All that mattered was that he get away from everyone. He needed to be alone and suddenly he knew where to go.

Baloo and Ernie arrived at the Jungle Aces clubhouse but found no sign of Kit.

"Something told me he wouldn't be here," said Ernie.

"OK Ernie, I'm gonna take you home."

"Baloo, please don't be mad at him."

Baloo looked at the small hyena, who's suddenly timid voice made him sound even smaller, and said kindly, "I can't be mad at him…he's my…boy."

Ernie smiled at the big pilot, "He's a lucky kid."

"He's lucky to have a friend like you."

After Baloo had dropped Ernie off at his home he drove around the city in the hopes that he'd spot Kit, but the boy was nowhere to be seen.

"Where are ya Lil Britches?" he asked himself.

Baloo was starting to get worried. He knew that his words he said to Kit when the boy had come home were not the best choice, but what could he have said? He wasn't a father he had no idea how to talk to a child about something this serious. When he had been granted custody of Kit he wasn't handed a manual on how to raise a kid. In his own opinion, he felt like he had failed a major test in child rearing. There were probably a bunch of better things he could have said than 'we need to talk'. He should have let Rebecca speak first but his nerves had gotten the best of him and now here he was driving around town looking for his navigator amongst a sea of people. He turned right and drove down toward the bay and looked out across to the rim of the cliffs that enclosed the city. The view of the cliffs was beautiful in the late afternoon sunlight.

"The cliffs!" he said as something dawned on him.

Baloo drove down the narrow trail that led to the top of this particular section of cliff rim and arrived at his destination. He got out and walked toward the downed B-23 Liberty. The lowering sun cast the plane's shadow down on the ground as well as another shadow that protruded from the starboard wing. He slowly walked forward.

"I guess I should've known that you'd know where to find me," said Kit in a monotone voice.

Baloo watched the sitting cub throw a small rock over the cliff side.

"This wasn't the first place I thought to look."

The boy threw another stone. "I didn't mean for it to happen."

"I know you didn't Kit."

"Maybe I should've told you when you met me."

"If you weren't ready to tell anybody then you shouldn't have."

"I saw the headline."

"I didn't mean for it to sound like I was mad or anything."

"How did you find out?"

Baloo quieted for a moment. He noticed that Kit hadn't looked over at him. Instead the boy just stared out at the sun-tinted waters. "Karnage mentioned it. You were knocked out."

"Figures," Kit said sarcastically.

"It's not your fault, he used you."

The boy stiffened, "Not my fault? HA! That's rich."

"What ever happened is in the past, remember?" Baloo said in reference to when Kit admitted to him that he had been an air pirate. That moment had been a defining moment in their relationship. He remembered when he had asked Kit how he knew so much about pirates. He remembered Kit's reaction: How he had stabbed the compass down into the map and had angrily admitted his involvement with the pirates, '_I was a pirate, happy now?" _Baloo felt saddened by the fact that Kit had had his childhood robbed from him by the type of life he had been forced to live and at that moment he realized that there was still a lot he didn't know about the boy.

"It's not that easy you know."

"What you did, it doesn't change things between us."

A long and uncomfortable silence hung over them and finally it was broken by Kit. "I was getting tired of being like some lowly cabin boy. I asked Karnage to give me more of a chance to prove myself and I did a lot. I got into planes and forced them to land so he could plunder them, but still I wasn't getting anywhere," the cub paused a moment then continued, "I pushed for him to let me take lead of the hijacking. I thought that I could finally make the others appreciate me."

"Kit, if you don't want to talk about it…"

"You should have seen it Baloo; they had me dressed up like a rich kid and then I cloudsurfed onto the Zeppelin. I went down the side and fired a grapnel hook into a window and got inside. I destroyed the radios and fired off a flare to let Karnage know it was his turn to board. The radio officer and a few others chased me but I went through the air ducts and then joined the others."

Baloo imagined everything Kit was doing as the cub recounted his story.

"It was supposed to be this plunder and leave thing, but Karnage wanted to take hostages and get ransom money," another pause, "There was this one fox, some really rich guy who had a couple of bodyguards. They got into it with some of the pirates and that's when things went wrong," Kit paused again and then continued, "Some little girl looked at me and I saw nothing but anger in her eyes and then the rich fox was looking at me and it was like he was looking at an insect or something else that was beneath him. I felt…small. I felt like I was wrong, I was bad."

"You're not bad…"

"The others were roughing up some of the passengers and then the fox said that there was all this hydrogen that could explode if a gun went off…I jumped in and tried to stop it."

Baloo watched as Kit drew his legs tight to his chest. The cub held them close and slowly rocked back and forth as he kept his gaze on the ocean.

"There was nothing you could do Kit."

"I tried to stop it, I really did, but Karnage and the others kept it up and a gun went off."

Baloo knew what was going to happen next, "Kit you don't have to…"

"Karnage was the first one to leave. I don't think I ever seen him run so fast. Everyone was panicking and then I got pinned to the ground by somebody who had fallen. There were flames everywhere. The fox and the ship's captain were trying to stop the panic and get people out, but it didn't matter, there was nothing they could do. I managed to jump out and grab onto a rope that was connected to the _Iron Vulture. _They dragged me up but then I, I looked down," he paused and when he began again his voice was uneven with sorrow, "There was all this screaming, I'll never forget that sound as long as I live. The ship it, it just lit up and everyone was screaming and then, then it just fell and they were gone."

Baloo heard the anguish in Kit's voice and knew that the cub was on the verge of tears. He went to the plane, climbed onto the wing, and took a seat next to the boy.

"It wasn't your fault, you tried to stop it."

"Eighty two people didn't make it…and I'm the one who got everyone on board…I made it possible."

Baloo looked at Kit and saw that he was choking up and tears streamed out of his eyes. "You got out of that life Kit, you helped to save the city…I couldn't have done anything about it without you."

The boy sniffled, "We really showed em didn't we?"

Baloo let out a small laugh, "We sure did."

"Karnage offered to let me join up again."

"What did you tell him?"

"That if I had to choose between being the greatest air pirate and being a normal kid, that I'd choose to be a normal kid."

"You made the right choice."

"I don't know how to be a normal kid," Kit lamented in a sad voice.

"You are a normal kid."

"Me? Normal?" said the boy with a wavering voice, "Normal kids don't grow up in orphanages. They don't runaway and live on the streets and be air hobos either. Normal kids aren't pirates and don't steal or live a life of danger. Normal kids have a family of their own and do normal kid stuff, they don't do the stuff I've done."

"Now Kit that's no way to think, you're just as normal as any kid."

"I don't see how."

Baloo took a deep breath as he thought about how to make his point. He had never seen Kit like this before and seeing the boy in this state made Baloo reach out to him. "Kit maybe there isn't a regular _normal. _I fly planes for a living and have had to deal with all sorts of people like Karnage and Col. Spigot. I lost my business and saved a city, but that doesn't make me uh, not normal. Rebecca had a giant squid bust into her apartment but that doesn't make her abnormal. Shere Khan is the richest man in the world, but he puts his pants on like everyone else…I think anyway." Baloo looked at Kit who looked up at him with questioning eyes. "Everyone is different Kit but because were different there really is no normal, I guess and well you're you and what you do is normal for you which makes you normal, understand?"

"I think so."

"You can navigate like no one else I know and plus you can cloudsurf and that's your normal, just like my normal is flying and Rebecca's is running a business and Wildcat's normal is…uh, well Wildcat is Wildcat."

Kit giggled at Baloo's comment on the mechanic, "There really is no other way to describe Wildcat is there?"

"Nope, but he's normal like anyone else Kit. No matter who a person is or what they do their normal…except maybe some Thembrians, but the point is that you are you and you are normal no matter what, don't ever forget that."

Kit looked up at Baloo and spoke in a low voice that was filled with humility, "I just want to be a good kid."

The words touched Baloo's heart and made him feel a surge of pride-tinged affection toward the cub. He leaned over and hugged the boy tightly against him and felt the cub's arms return the embrace. "You're going to be alright Lil Britches."

Kit heard Baloo's words and thought about his first few weeks in Cape Suzette. A lot had happened: He started school, struggled and then raised his grades, helped stop a rampaging squid, faced down bullies and gained a best friend in Ernie, he helped bring a few kids together and had once again faced down Don Karnage. Baloo was right, this was his normal and he was going to make it the best he could, he was going to be alright.

"You know what Papa Bear?"

"What?"

"I'm gonna be alright."

Bear and cub sat there on the plane wreck, arms wrapped around each other in the fading sunset, and knew that everything would indeed be alright.

"_Only solitary men know the joys of friendship. Others have their family; but to a solitary and an exile, his friends are everything"-Willa Cather_


End file.
